As
filed with the Securities and Exchange Commission on July 12, 2023
Registration
No. 333
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sony
Group Kabushiki Kaisha
(Exact
name of Registrant as specified in its charter)
Sony
Group Corporation
(Translation
of Registrant’s name into English)
Japan |
N/A |
(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
c/o
7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan
(Address
of principal executive offices)
The
Thirteenth Series of Restricted Stock of Sony Group Corporation
(Full
title of the plans)
Sony
Corporation of America
25 Madison Avenue, 26th Floor
New
York, NY 10010
Attn.:
Office of the General Counsel
212-833-5893
(Name,
address and telephone number of agent for service)
Copy
to:
Michael J. Albano, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
one):
Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
Non-accelerated
filer |
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☐ (Do
not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging
growth company |
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☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
☐
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”)
by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently
filed or furnished.
(a)
The Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2023 filed
by the Registrant with the Commission on June 20, 2023, including the description of the Common Stock of the Registrant contained
under the caption “Capital stock” under “Additional Information” in such Annual Report; and
(b)
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) since March 31, 2023.
In
addition, all of the Registrant’s reports filed with the Commission (with respect to any Form 6-K, only to the extent designated
therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such reports.
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
Article
330 and Article 402, Paragraph 3 of the Companies Act of Japan make the provisions of Section 10, Chapter 2, Part III of the Civil
Code of Japan applicable to the relationship between the Registrant and its directors and corporate executive officers, respectively.
Section
10, among other things, provides in effect that:
(a)
If a director or a corporate executive officer of a company has defrayed any expenses which are
considered necessary for the management of the affairs of such company entrusted to him, he may demand reimbursement therefor
from the company;
(b)
If a director or a corporate executive officer has assumed an obligation necessary for the management
of the affairs entrusted to him, he may require the company to perform it in his place or, if it is not due, to furnish adequate
security; and
(c)
If a director or a corporate executive officer, without any fault on his part, sustains damage through
the management of the affairs entrusted to him, he may demand compensation therefor from the company.
The
Company has in place a directors’ and officers’ liability insurance policy, which indemnifies our directors and officers
against liability arising from certain acts performed by them in their respective capacities as such.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
The
following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
4.1 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Outside Directors
4.2 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Outside Directors (UK participants)
4.3 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Corporate Executive Officers (English translation thereof)
4.4 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Employees (English translation thereof)
4.5 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Subsidiary Directors, Officers and Employees
4.6 Allotment Agreement (including Terms and Conditions) for the Thirteenth Series of Restricted Stock of Sony Group Corporation for Subsidiary Directors, Officers and Employees (UK Participants)
4.7 Articles of Incorporation of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2022 (File No. 001-06439) and incorporated herein by reference)
4.8 Charter of the Board of Directors of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2021 (File No. 001-06439) and incorporated herein by reference)
23.1 Consent of PricewaterhouseCoopers Aarata LLC
24.1 Power of Attorney (included on signature pages)
107 Calculation of Filing Fee Tables
Item
9. Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration Statement; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant, Sony Group Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 11th day of July, 2023.
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SONY
GROUP CORPORATION |
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By: |
/s/
Kazushi Ambe |
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Kazushi
Ambe
Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources, General Affairs and Lead
of Group Diversity, Equity & Inclusion |
POWER
OF ATTORNEY
We,
the undersigned directors and officers of Sony Group Corporation (the “Company”), do hereby severally constitute
and appoint Kazushi Ambe, Hiroki Totoki and Mark E. Khalil, each our true and lawful attorneys and agents, to do any and all acts
and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or
advisable to enable said Company to comply with the Securities Act of 1933, as amended (the “Securities Act”)
and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement
of the Company on Form S-8 including specifically, but without limitation, power and authority to sign for us or any of us in
our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each
hereby ratify and confirm all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together
shall constitute one instrument.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated
capacities as of the 11th day of July, 2023.
Name |
|
Title |
/s/ Kenichiro Yoshida
Kenichiro Yoshida |
|
Chairman
and Chief Executive Officer,
Representative
Corporate Executive Officer,
Member
of the Board |
|
|
|
/s/ Hiroki Totoki
Hiroki Totoki |
|
President,
Chief Operating Officer and Chief Financial Officer, Representative Corporate Executive Officer, Member of the Board |
|
|
|
/s/
Yoshihiko Hatanaka
Yoshihiko Hatanaka |
|
Chairman
of the Board |
/s/
Toshiko Oka
Toshiko Oka |
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Member
of the Board |
|
|
|
/s/
Sakie Akiyama
Sakie Akiyama |
|
Member
of the Board |
/s/
Wendy Becker
Wendy Becker |
|
Member
of the Board |
/s/
Keiko Kishigami
Keiko Kishigami |
|
Member
of the Board |
/s/
Joseph A. Kraft Jr.
Joseph A. Kraft Jr. |
|
Member
of the Board |
/s/
Neil Hunt
Neil Hunt |
|
Member
of the Board |
/s/
William Morrow
William Morrow |
|
Member
of the Board |
/s/
Mark E. Khalil
Mark
E. Khalil |
|
Senior
Vice President, Sony Group Corporation; President, Sony Corporation of America; Authorized Representative |
Sony Group Kabushiki Kaisha S-8
Exhibit 4.1
Allotment
Agreement for Shares of Restricted Stock
Sony
Group Corporation (the “Corporation”) and [the name of person to whom shares will be granted] (the “Qualified
Person”) enter into this Allotment Agreement for Shares of Restricted Stock (this “Agreement”) as of July 13,
2023, as follows, in connection with (i) the allotment of the shares of common stock of the Corporation to be granted to the Qualified
Person by the Corporation pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on
June 29, 2023, which is based on the delegation by the Board of Directors of the Corporation, and (ii) the management of the account
for such shares treated as restricted stock. This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification
set forth in Article 203, Paragraph 1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies
Act and the notification set forth in Article 204, Paragraph 3 of the Companies Act. This Agreement does not create a contract
or guarantee of continued employment, nor does it form part of the employment agreement, if any, between the Corporation and the
Qualified Person.
Article
1 (Purpose of this Agreement)
The
purpose of granting shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the
restricted stock compensation plan of the Corporation is to (i) further promote shared values between the shareholders, on the
one hand, and the Outside Directors (including the Qualified Person), on the other hand, and (ii) develop and maintain a sound
and transparent management system.
Article
2 (Disposal of Treasury Shares)
1. | The
Corporation shall grant 385,000 shares of common stock of the Corporation by the disposal of treasury shares (the “Disposal
of Treasury Shares”) in accordance with the following terms, and the Qualified Person shall subscribe for [●] shares
(the “Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”)
out of the said shares. |
| (1) | Class
and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method
of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount
to be paid for each Offered Share |
13,160
yen per share
| (4) | Total
amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance
and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen),
monetary compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of
monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen
July
14, 2023 (the “Payment Date”)
2. | The
Qualified Person hereby agrees to immediately pay, on the Payment Date, the monetary compensation receivables to the Corporation
in the amount obtained by multiplying (i) the Number of Shares to be subscribed for by the Qualified Person pursuant to the main
clause of the preceding Paragraph by (ii) the amount of monetary compensation receivables that will be contributed per share for
the Offered Shares, which is set forth in Item (5) of the preceding Paragraph; and the Corporation hereby approves payment by
way of such contribution. |
Article
3 (Restriction on Transfer of the Shares)
| 1. | Except
as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2032 (the “Transfer Restriction Period”), the Qualified Person
shall not transfer, create any security interest on or otherwise dispose of the Shares
(the “Transfer Restriction”). For the avoidance of doubt, in no case shall
a person’s receipt of the Shares by bequest or inheritance violate this Article. |
| 2. | In
order to ensure compliance with the Transfer Restriction, during the Transfer Restriction
Period (subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person
will be managed by MUFG Bank, Ltd. using a dedicated account for the Shares (the “Account
for Shares”) in the name of Citibank, NA. (“Citibank”), which is set
forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed
by Citibank. In connection with the aforesaid management of ADRs, the Corporation has
entered into that certain Amended and Restated Deposit Agreement, dated as of October
15, 2014, as amended and supplemented from time to time, by and among the Corporation,
Citibank, and all holders and beneficial owners of American Depository Shares thereunder,
and has entered into that certain Sony Corporation Restricted ADS Agreement, dated as
of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation
and Citibank (collectively, the “Management Agreements”). The Qualified Person’s
acceptance of the Shares shall constitute his or her acceptance of all terms and conditions
of the Management Agreements as they apply to the Shares and, as applicable, ADRs. |
| 3. | The
Qualified Person shall receive the book-entry transfer of the Shares into the Account
for Shares. |
Article
4 (Treatment of Shareholders’ Rights)
1. | The
Qualified Person may exercise voting rights pertaining to the Shares and has the right to receive dividends of surplus pertaining
to the Shares at all times, including during the Transfer Restriction Period. |
| 2. | The
Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e.,
the right under which shareholders may request the company to purchase the shares held
by such shareholders at a fair price, which is set forth in Article 116, Article 182-4,
Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not
limited to, the rights set forth in Article 206-2, Paragraph 4, Article 244-2, Paragraph
5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article
833, Article 847-3 and Article 854 of the Companies Act) against the Corporation for
any reason until the Transfer Restriction is removed. |
Article
5 (Removal of the Transfer Restriction)
1. | The
Corporation shall remove, as of the expiration of the Transfer Restriction Period, the Transfer Restriction on all of the Shares
held by the Qualified Person, on the condition that the Qualified Person has, throughout the Transfer Restriction Period, held
his or her position, as applicable, as a Director of the Corporation. |
2. | Notwithstanding
the provisions of the preceding Paragraph, if, during the Transfer Restriction Period, the Qualified Person ceases to hold the
position that he or she holds as a Director of the Corporation due to his or her death or any other justifiable reason that is
approved by the Compensation Committee of the Corporation (the Compensation Committee will accept that there is a justifiable
reason, unless there is a special circumstance), the timing of the removal of the Transfer Restriction and the number of Shares
for which the Transfer Restriction will be removed shall be as set forth below. |
| (1) | In
the case that the Qualified Person ceases to hold such position due to the Qualified
Person’s death: |
| (a) | Timing
of the removal of the Transfer Restriction |
The
later of: (A) the date of the resolution adopted at the meeting of the Compensation Committee regarding the handling of the Qualified
Person’s Shares upon his or her ceasing to hold such position due to the Qualified Person’s death; and (B) the date
that notice is made pursuant to Article 11, Paragraph 1.
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
Number of Shares held by the Qualified Person as of his or her death (however, if Article 7, Paragraph 3, Item (8) applies to
the Qualified Person, the number of Shares will be zero (0)).
| (2) | In
the case that the Qualified Person ceases to hold such position due to any other justifiable
reason that is approved by the Compensation Committee of the Corporation, other than
in the case of the preceding Item: |
| (a) | Timing
of the removal of the Transfer Restriction |
As
of the first day of the month following the month in which the Qualified Person ceases to hold such position (provided, however,
that the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporation for the removal of the Transfer Restriction).
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
Number of Shares held by the Qualified Person as of the date he or she ceases to hold such position.
Article
6 (Compliance with the Financial Instruments and Exchange Act, Etc.)
1. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which the Transfer Restriction is removed
in accordance with the preceding Article or Article 8, Paragraph 1, comply with the Financial Instruments and Exchange Act and
any other applicable laws and regulations (including, but not limited to, the applicable U.S. laws and regulations) and the Corporation’s
regulations for the prevention of insider trading. |
| 2. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
for which the Transfer Restriction is removed in accordance with the preceding Article
or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
or its subsidiaries as applicable (or any other department of the Corporation or its
subsidiaries in charge of such matters at the time), whether there is any violation of
Article 166 and/or Article 167 (provisions relating to insider trading) of the Financial
Instruments and Exchange Act or any other applicable laws and regulations. |
3. | In
addition to the provisions of the preceding two (2) Paragraphs, the Qualified Person shall comply with the Companies Act, the
Financial Instruments and Exchange Act and other applicable laws and regulations, and the internal regulations, etc. of the company
to which the Qualified Person belongs, in connection with the holding, sale and other disposition of the Shares. |
Article
7 (Events of Acquisition without any Consideration to, or Consent of, the Qualified Person)
1. | The
Corporation shall acquire, without any consideration to, or consent of, the Qualified Person, all of the Shares held by the Qualified
Person that are not subject to the removal of the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If
the Transfer Restriction on any portion of the Shares is removed pursuant to Article
5, Paragraph 2, the Corporation shall automatically acquire at the same time the Transfer
Restriction is removed and without any consideration to, or consent of, the Qualified
Person, that portion of the Shares held by the Qualified Person for which the Transfer
Restriction has not been removed. |
3. | If
any of the following events occur with respect to the Qualified Person during the Transfer Restriction Period, the Corporation
shall acquire all of the Shares at the same time that such event occurs and without any consideration to, or consent of, the Qualified
Person. If time is required to determine whether any of the following events has occurred with respect to the Qualified Person
during the Transfer Restriction Period, the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph
2 until the Corporation has reasonably determined that none of the following events has occurred with respect to the Qualified
Person. |
| (1) | The
Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A
petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the
Qualified Person; |
| (3) | A
petition seeking an attachment, a provisional attachment, a provisional disposition,
a compulsory execution or a public auction is filed against the Qualified Person, or
the Qualified Person receives a penalty for any default on the payment of taxes or other
public dues; |
| (4) | The
Qualified Person ceases to hold the position that he or she holds as a Director of the
Corporation (except for cases where the Qualified Person ceases to hold such position
due to his or her death or any other justifiable reason that is approved by the Compensation
Committee of the Corporation (the Compensation Committee will accept that there is a
justifiable reason, unless there is a special circumstance)); |
| (5) | In
the event that the Compensation Committee of the Corporation deems that the Qualified
Person has (a) violated the Sony Group Code of Conduct or any other written policy of
the Corporation or a Related Company of the Corporation (a “Related Company”
means a “subsidiary (kogaisha)” as defined in Article 8, Paragraph
3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements,
etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph
5 of such Article; and together with the Corporation, the “Group Companies”)
applicable to the Qualified Person, or has otherwise breached a duty of loyalty owed
by the Qualified Person to the Corporation, (b) breached the terms of any engagement
agreement with the Corporation applicable to the Qualified Person or (c) taken or failed
to take any action that would constitute “cause” as defined in such agreement
applicable to the Qualified Person; |
| (6) | The
Compensation Committee of the Corporation determines that the Qualified Person is in
violation of a provision of this Agreement or the Detailed Regulations (as defined in
Article 14, Paragraph 1; the same shall apply hereinafter); |
| (7) | The
Qualified Person assumes the position of an officer, employee or consultant of, or other
similar service-provider to, a company that is deemed by the Compensation Committee of
the Corporation to have a competitive relationship with the Group Companies (except for
cases where the Qualified Person obtains the prior written approval of the Corporation);
or |
| (8) | One
(1) month has passed after the Qualified Person’s death without any notification
and notice being made or given to the Corporation pursuant to Article 11, Paragraph 1
by the Qualified Person’s spouse, estate or by a person who has acquired the right
to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
Article
8 (Treatment of Shares in Case of Organizational Restructuring)
| 1. | During
the Transfer Restriction Period, if any of the matters set forth in the following Items
is approved at a General Meeting of Shareholders of the Corporation (provided, however,
that if an approval at a General Meeting of Shareholders of the Corporation is not required,
then the approval by the Board of Directors of the Corporation) (provided, further, that
it shall be limited to the case where the date prescribed in each Item below (the “Organizational
Restructuring Effective Date”) is prior to the expiration of the Transfer Restriction
Period), pursuant to the decision of the Compensation Committee of the Corporation, the
Transfer Restriction shall be removed at the time immediately prior to the business day
preceding the Organizational Restructuring Effective Date, with respect to such number
of Shares as calculated based on Paragraph 2 (the “Number of Shares Subject to
Removal Pursuant to Organizational Restructuring”), in respect of those Shares
held by the Qualified Person as of the date of the relevant approval (the “Organizational
Restructuring Approval Date”). |
| (1) | Merger
agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type
company split agreement or incorporation-type company split plan under which the Corporation
will become the splitting company (limited to the case where, as of the effective date
of the company split, the Corporation delivers to the shareholders of the Corporation
all or a part of the consideration for the split that is to be paid in the relevant company
split): the effective date of the company split; |
| (3) | Share
exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share
consolidation (limited to the case where the relevant share consolidation results in
the Qualified Person holding only a fractional share of less than one (1) share): the
effective date of the share consolidation; |
| (5) | Acquisition
of all shares of common stock of the Corporation, to be conducted by attaching the class-wide
call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the
shares of common stock of the Corporation: the acquisition date that is prescribed in
Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand
for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies
Act): the acquisition date that is prescribed in Article 179-2, Paragraph 1, Item 5 of
the Companies Act. |
| 2. | The
Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be
the number set forth in the following Item (1) multiplied by the number set forth in
the following Item (2) (any fractional unit (where one unit equals 100 shares) shall
be rounded down to the nearest unit (100 shares)); however, the Compensation Committee
of the Corporation may adjust the Number of Shares Subject to Removal Pursuant to Organizational
Restructuring within a reasonable extent. |
| (1) | The
Number of Shares held by the Qualified Person as of the Organizational Restructuring
Approval Date. |
| (2) | The
number of months in the period from (i) the month including the Payment Date to (ii)
the month including the Organizational Restructuring Approval Date, divided by 108. |
| 3. | In
the case provided in Paragraph 1, the Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares that are held by the Qualified
Person and in respect of which the Transfer Restriction has not been removed as of the
business day preceding the Organizational Restructuring Effective Date. |
Article
9 (Waiver of Right to Make Claim for Damages)
To
the extent permitted by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the
Corporation and the directors and officers of the Corporation in relation to the Shares, including loss of compensation, the addition
of profits or claims for damages.
Article
10 (Notifications of Address and Contact Address in Japan, Etc.)
| 1. | During
the Transfer Restriction Period, if the Qualified Person moves from the address of the
Qualified Person set forth on the signature page at the end of this Agreement, the Qualified
Person must notify the Corporation, in the manner provided in Article 12, Paragraph 2,
of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the
Shares, and in respect of which the Corporation requests the Qualified Person to give
notice. |
| 2. | If
the Qualified Person fails to make the notification in the preceding Paragraph, the last
address that the Qualified Person has notified to the Corporation (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set
forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person. |
Article
11 (Treatment in Case of Death of Qualified Person)
1. | In
the case that the Qualified Person dies during the Transfer Restriction Period, the heir(s) of such Qualified Person must notify
the Corporation, in the manner provided in Article 12, Paragraph 2, of the name(s) and address(es) of such heir(s) as soon as
reasonably practicable, but in no event later than one (1) month after the death of the Qualified Person. In addition, the heir(s)
of the Qualified Person must give notice to the Corporation of other matters which the Corporation judges to be necessary in connection
with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified Person to give notice. |
2. | If
the heir(s) of the Qualified Person fail(s) to make the notifications in the preceding Paragraph, the last address in respect
of which the Qualified Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of
this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person. |
3. | The
heir(s) of the Qualified Person must comply with this Agreement, the Detailed Regulations and other provisions concerning the
Shares. |
Article
12 (Method of Indication of Intention and Notice)
1. | All
indications of intention and notices given by the Corporation to the Qualified Person (including the heir(s) of the Qualified
Person) under this Agreement and the Detailed Regulations shall be made in any of the following manners (provided, however, that
all indications of intention and notices given by the Corporation to the heir(s) of the Qualified Person under this Agreement
and the Detailed Regulations shall be made by the manner of Item (1) if such heir(s) of the Qualified Person is/are not employed
by or affiliated with the Group Companies.): |
| (1) | Delivery
of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have
been any changes thereto, to the address(es) set forth in Article 10 or Article 11; |
| (2) | Delivery
of documents to the Qualified Person (including the heir(s) of the Qualified Person)
at his or her department in the Group Companies or delivery by e-mail to the e-mail address
of the Qualified Person (including the heir(s) of the Qualified Person) at the Group
Companies; or |
| (3) | Giving
notice on a web site of the Group Companies. |
| 2. | All
indications of intention and notices given by the Qualified Person (including the heir(s)
of the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations
shall be made in writing to the Group HR Department of the Corporation or otherwise made
in the manner designated by the Corporation. |
Article
13 (Treatment of Personal Information)
The
Corporation may use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained
from the Qualified Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry
as provided in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the
heir(s) of the Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and
the Detailed Regulations. Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that
the Corporation may entrust these tasks to third party service providers acting as broker/dealers and/or record keepers, securities
companies and the share registry administrator (the “Contractors”), and accordingly the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information, for the purpose of administering the restricted stock compensation plan
of the Corporation. The information provided in this Article 13 is supplemental to the information set out in your Corporation’s
employee privacy policy as in effect from time to time.
Article
14 (Right to Establish Detailed Regulations)
1. | For
the purpose of stipulating matters concerning the implementation of this Agreement and any other details of the restricted stock
compensation plan, the Corporation may establish, amend and abolish the “Detailed Regulations for Restricted Stock Compensation”
(the “Detailed Regulations”), and the Qualified Person shall comply with the Detailed Regulations, as amended. Any
establishment, amendment or abolishment of the Detailed Regulations shall be conducted by way of a resolution passed by the Compensation
Committee of the Corporation. |
| 2. | If
the Corporation establishes, amends or abolishes the Detailed Regulations in accordance
with the preceding Paragraph, the Corporation must immediately notify the Qualified Person
thereof. |
| 3. | Notwithstanding
the provisions of Article 12, the notification in the preceding Paragraph may be conducted
by the Corporation by transmitting the communication documents to the Corporation’s
internal homepage and posting the required matters thereon (provided, however, that this
Paragraph shall not apply to the heir(s) of the Qualified Person who is not employed
by or affiliated with the Group Companies.). |
Article
15 (Amendment of Agreement)
1. | If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other relevant laws or regulations, or if this Agreement ceases to be in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, by giving
notice to the Qualified Person, prescribe, amend or abolish any necessary provisions. |
| 2. | In
addition to the case described in the preceding Paragraph, when the Corporation finds
it necessary, the Corporation may propose an amendment to this Agreement to the Qualified
Person. |
| 3. | If,
within two (2) weeks after the Qualified Person receives the proposal mentioned in the
preceding Paragraph, the Qualified Person does not make any objection to the Corporation
in writing together with justifiable reasons, this Agreement shall be deemed to have
been amended in accordance with the proposal made by the Corporation. |
| 4. | In
addition to the cases provided in each of the preceding Paragraphs, this Agreement may
be amended through an agreement made by and between the Corporation and the Qualified
Person. |
Article
16 (Tax Treatment)
1. | The
Qualified Person shall pay, at his or her own expense, any income tax imposed on him/her and any other taxes and governmental
charges as well as costs, which arise as a result of the Disposal of Treasury Shares, the holding of the Shares, the removal of
the Transfer Restrictions of the Shares, or the disposal, etc. of the Shares, including the sale thereof. |
| 2. | If
the Corporation has a statutory withholding obligation in connection with the procedure
set forth in the preceding Paragraph, the Qualified Person shall, upon demand by the
Corporation, transfer an amount equal to the amount of the withholding tax to the bank
account designated by the Corporation and by the date designated by the Corporation. |
Article
17 (Treatment in Cases of Stock Split, Share Consolidation, Etc.)
During
the Transfer Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires
shares of the Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case
where, during the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation
to the shares of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same
shall apply, with respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation
to the shares of common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions
of this Agreement shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
Article
18 (Treatment in Cases of Acquisitions of Shares without any Consideration to, or Consent of, the Qualified Person)
1. | If
the Corporation removes the Transfer Restriction or conducts an acquisition without any consideration to, or consent of, the Qualified
Person pursuant to the provisions of this Agreement, the Corporation shall provide the Qualified Person with written notice in
advance in the form set forth in Exhibit 3 in respect of (i) the date on which the Transfer Restriction will be removed and the
number of shares for which the Transfer Restriction will be removed or (ii) the date on which the acquisition without any consideration
to, or consent of, the Qualified Person will be conducted and the number of shares to be acquired without any consideration to,
or consent of, the Qualified Person by the Corporation. |
2. | If
the Corporation performs the procedures in relation to the Shares pursuant to the provisions of this Agreement, the Corporation
may, at its own discretion and on behalf of and in the name of the Qualified Person, perform the procedures required by laws and
ordinances or regulations pursuant to the provisions of this Agreement, including, but not limited to, making book-entries for
the book-entry transfer that shall be implemented under the Act on Book Entry of Corporate Bonds and Shares, and the Qualified
Person shall not raise any objections thereto. |
Article
19 (Issuance of American Depositary Receipts)
1. | As
long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”), which represent shares of
common stock of the Corporation in the United States, on a stock exchange in the United States, the Qualified Person agrees to
generally receive ADRs in lieu of the Shares. |
2. | The
Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares”
shall also be deemed to include “ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement
or unless the context otherwise requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any
acquisition without any consideration to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the
provisions concerning the Transfer Restriction and the acquisition without any consideration to, or consent of, the Qualified
Person of the Shares under this Agreement, and in the same manner as those conducted in respect of the Shares. |
| 3. | If
the Corporation determines to delist ADRs from a stock exchange in the United States,
the Corporation may acquire, without any consideration to, or consent of, the Qualified
Person, all of the ADRs in respect of which the Transfer Restriction has not been removed
as of the date on which such determination is made, and deliver to the Qualified Person
the Shares which are represented by ADRs acquired and on which the Transfer Restriction
is imposed, and the Qualified Person shall not raise any objections to such handling. |
Article
20 (Treatment of Matters Not Provided for in this Agreement)
The
Qualified Person shall comply with this Agreement including the additional terms provided in Exhibit 4, the Detailed Regulations
and other provisions concerning the Shares. With respect to matters that are not provided for in this Agreement, such matters
shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified
Person rejects such consultation or in the event that such consultation fails to establish an agreement, such matters shall be
reasonably decided by the Corporation.
Article
21 (Governing Law)
This
Agreement, the Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance
with the laws of Japan.
Article
22 (Jurisdiction)
The
Corporation and the Qualified Person agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance
over any and all disputes that may arise in relation to this Agreement, the Detailed Regulations and other provisions concerning
the Shares.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
July
13, 2023
| (Corporation) | Address: |
1-7-1
Konan, Minato-ku, Tokyo |
| | Name: |
Sony
Group Corporation |
| | |
Representative
Corporate Executive Officer |
| | |
Kenichiro
Yoshida |
| | |
|
| (Qualified
Person) | Address: |
[Address
of the Qualified Person] |
| | Name: |
[Name
of the Qualified Person] |
Exhibit
1 Matters to be notified pursuant to Article 203, Paragraph 1 of the Companies Act
| (1) | Trade
name:
Sony Group Corporation |
| (2) | Total
number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number
of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details
of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder
Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions
of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
(i)
Upon convening a general meeting of shareholders, the Corporation may take measures to electronically provide the information
of the reference documents f or the general meeting of shareholders.
(ii)
Among the matters to be provided electronically, the Corporation may exclude all or some of the matters provided by the ordinances
of the Ministry of Justice in documents to be delivered to shareholders who have made a request for the delivery of documents
by the record date of the voting rights.
| (7) | Indication
pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.
Exhibit
2 | Account
for Shares |
[●]
Exhibit
3
Notice
[MM
DD], [YY]
To
[Name of the Qualified Person]
|
1-7-1
Konan, Minato-ku, Tokyo
Sony
Group Corporation
Representative
Corporate Executive Officer
Kenichiro
Yoshida
|
Pursuant
to Article 18, Paragraph 1 of the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by
and between the Corporation and [name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding
the shares of restricted stock of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified
Person of [the removal of the Transfer Restriction and the number of shares to be acquired without any consideration to, or consent
of, the Qualified Person], as follows. Unless the context otherwise requires, terms used in this Notice that are not otherwise
defined herein shall have the same meanings as those ascribed to them in the Agreement.
[Date
on which the Transfer Restriction will be removed] |
[MM
DD], [YY] |
[Number
of shares for which the Transfer Restriction
will be removed] |
[●]
shares |
[Date
on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM
DD], [YY] |
[Number
of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●]
shares |
Exhibit
4 Additional terms for Qualified Persons in the U.S.
For
purposes of determining any income tax imposed on the Qualified Person, unless otherwise determined by the Corporation, fair market
value shall be (i) the closing price of the Corporation’s American Depositary Receipts on the New York Stock Exchange (“NYSE”)
as of the expiration of the Transfer Restriction Period or (ii) to the extent the expiration of the Transfer Restriction Period
is not a trading day on the NYSE, the closing price of the Corporation’s American Depositary Receipts on the last trading
day immediately preceding the expiration of the Transfer Restriction Period. In the event that the American Depositary Receipts
cease to trade on the NYSE, fair market value shall be as determined by the Corporation in its sole discretion.
End
of Document
Sony Group Kabushiki Kaisha S-8
Exhibit 4.2
Allotment Agreement for Shares of Restricted
Stock
Sony Group Corporation (the “Corporation”)
and [the name of person to whom shares will be granted] (the “Qualified Person”) enter into this Allotment Agreement
for Shares of Restricted Stock (this “Agreement”) as of July 13, 2023, as follows, in connection with (i) the allotment
of the shares of common stock of the Corporation to be granted to the Qualified Person by the Corporation pursuant to the decision
of the Representative Corporate Executive Officer of the Corporation made on June 29, 2023, which is based on the delegation by
the Board of Directors of the Corporation, and (ii) the management of the account for such shares treated as restricted stock.
This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification set forth in Article 203, Paragraph
1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies Act and the notification set forth
in Article 204, Paragraph 3 of the Companies Act. This Agreement does not create a contract or guarantee of continued employment,
nor does it form part of the employment agreement, if any, between the Corporation and the Qualified Person.
| Article 1 | (Purpose of this Agreement) |
The purpose of granting
shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the restricted stock compensation
plan of the Corporation is to (i) further promote shared values between the shareholders, on the one hand, and the Outside Directors
(including the Qualified Person), on the other hand, and (ii) develop and maintain a sound and transparent management system.
| Article 2 | (Disposal of Treasury Shares) |
| 1. | The Corporation shall grant 385,000 shares of common
stock of the Corporation by the disposal of treasury shares (the “Disposal of Treasury Shares”) in accordance with
the following terms, and the Qualified Person shall subscribe for [●] shares (the “Shares”; and the number of
the Shares shall be hereinafter referred to as the “Number of Shares”) out of the said shares. |
| (1) | Class and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount to be paid for each Offered Share |
13,160
yen per share
| (4) | Total amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen), monetary
compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of monetary
compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen)
July 14,
2023 (the “Payment Date”)
| 2. | The Qualified Person hereby agrees to immediately pay,
on the Payment Date, the monetary compensation receivables to the Corporation in the amount obtained by multiplying (i) the Number
of Shares to be subscribed for by the Qualified Person pursuant to the main clause of the preceding Paragraph by (ii) the amount
of monetary compensation receivables that will be contributed per share for the Offered Shares, which is set forth in Item (5)
of the preceding Paragraph; and the Corporation hereby approves payment by way of such contribution. |
| Article 3 | (Restriction on Transfer of the Shares) |
| 1. | Except as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2032 (the “Transfer Restriction Period”), the Qualified Person shall not transfer, create any security interest
on or otherwise dispose of the Shares (the “Transfer Restriction”). For the avoidance of doubt, in no case shall a
person’s receipt of the Shares by bequest or inheritance violate this Article. |
| 2. | In order to ensure compliance with the Transfer Restriction, during the Transfer Restriction Period
(subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person will be managed by MUFG Bank, Ltd. using a
dedicated account for the Shares (the “Account for Shares”) in the name of Citibank, NA. (“Citibank”),
which is set forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed by Citibank. In connection
with the aforesaid management of ADRs, the Corporation has entered into that certain Amended and Restated Deposit Agreement, dated
as of October 15, 2014, as amended and supplemented from time to time, by and among the Corporation, Citibank, and all holders
and beneficial owners of American Depository Shares thereunder, and has entered into that certain Sony Corporation Restricted ADS
Agreement, dated as of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation and Citibank
(collectively, the “Management Agreements”). The Qualified Person’s acceptance of the Shares shall constitute
his or her acceptance of all terms and conditions of the Management Agreements as they apply to the Shares and, as applicable,
ADRs. |
| 3. | The Qualified Person shall receive the book-entry transfer of the Shares into the Account for Shares. |
| Article 4 | (Treatment of Shareholders’ Rights) |
| 1. | The Qualified Person may exercise voting rights pertaining
to the Shares and has the right to receive dividends of surplus pertaining to the Shares at all times, including during the Transfer
Restriction Period. |
| 2. | The Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e., the
right under which shareholders may request the company to purchase the shares held by such shareholders at a fair price, which
is set forth in Article 116, Article 182-4, Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not limited to, the rights set forth in Article
206-2, Paragraph 4, Article 244-2, Paragraph 5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article 833, Article 847-3 and Article 854 of
the Companies Act) against the Corporation for any reason until the Transfer Restriction is removed. |
| Article 5 | (Removal of the Transfer Restriction) |
| 1. | The Corporation shall remove, as of the expiration of
the Transfer Restriction Period, the Transfer Restriction on all of the Shares held by the Qualified Person, on the condition
that the Qualified Person has, throughout the Transfer Restriction Period, held his or her position, as applicable, as a Director
of the Corporation. |
| 2. | Notwithstanding the provisions of the preceding Paragraph,
if, during the Transfer Restriction Period, the Qualified Person ceases to hold the position that he or she holds as a Director
of the Corporation due to his or her death or any other justifiable reason that is approved by the Compensation Committee of the
Corporation (the Compensation Committee will accept that there is a justifiable reason, unless there is a special circumstance),
the timing of the removal of the Transfer Restriction and the number of Shares for which the Transfer Restriction will be removed
shall be as set forth below. |
| (1) | In the case that the Qualified Person ceases to hold such position due to the Qualified Person’s
death: |
| (a) | Timing of the removal of the Transfer Restriction |
The later
of: (A) the date of the resolution adopted at the meeting of the Compensation Committee regarding the handling of the Qualified
Person’s Shares upon his or her ceasing to hold such position due to the Qualified Person’s death; and (B) the date
that notice is made pursuant to Article 11, Paragraph 1.
| (b) | Number of Shares for which the Transfer Restriction will be removed |
The Number of Shares held by
the Qualified Person as of his or her death (however, if Article 7, Paragraph 3, Item (8) applies to the Qualified Person, the
number of Shares will be zero (0)).
| (2) | In the case that the Qualified Person ceases to hold such position due to any other justifiable
reason that is approved by the Compensation Committee of the Corporation, other than in the case of the preceding Item: |
| (a) | Timing of the removal of the Transfer Restriction |
As of
the first day of the month following the month in which the Qualified Person ceases to hold such position (provided, however, that
the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporationfor the removal of the Transfer Restriction).
| (b) | Number of Shares for which the Transfer Restriction will be removed |
The Number
of Shares held by the Qualified Person as of the date he or she ceases to hold such position.
| Article 6 | (Compliance with the Financial Instruments and Exchange
Act, Etc.) |
| 1. | The Qualified Person shall, in the Disposal of Treasury
Shares and in selling the Shares for which the Transfer Restriction is removed in accordance with the preceding Article or Article
8, Paragraph 1, comply with the Financial Instruments and Exchange Act and any other applicable laws and regulations (including,
but not limited to, the applicable U.S. laws and regulations) and the Corporation’s regulations for the prevention of insider
trading. |
| 2. | The Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which
the Transfer Restriction is removed in accordance with the preceding Article or Article 8, Paragraph 1, confirm in advance with
the Legal Division of the Corporation or its subsidiaries as applicable (or any other department of the Corporation or its subsidiaries
in charge of such matters at the time), whether there is any violation of Article 166 and/or Article 167 (provisions relating to
insider trading) of the Financial Instruments and Exchange Act or any other applicable laws and regulations. |
| 3. | In addition to the provisions of the preceding two (2)
Paragraphs, the Qualified Person shall comply with the Companies Act, the Financial Instruments and Exchange Act and other applicable
laws and regulations, and the internal regulations, etc. of the company to which the Qualified Person belongs, in connection with
the holding, sale and other disposition of the Shares. |
| 4. | The company offering these rights is the Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The
shares which are the subject of these rights are common stock in the Corporation. More information in relation to the Corporation
including the share price can be found at the following web address: www.sony.com. |
The obligation to publish a
prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented
or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union). The total maximum
number of shares which are the subject of this offer is 385,000.
| Article 7 | (Events of Acquisition without any Consideration to,
or Consent of, the Qualified Person) |
| 1. | The Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares held by the Qualified Person that are not subject to the removal of
the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If the Transfer Restriction on any portion of the Shares is removed pursuant to Article 5, Paragraph
2, the Corporation shall automatically acquire at the same time the Transfer Restriction is removed and without any consideration
to, or consent of, the Qualified Person, that portion of the Shares held by the Qualified Person for which the Transfer Restriction
has not been removed. |
| 3. | If any of the following events occur with respect to
the Qualified Person during the Transfer Restriction Period, the Corporation shall acquire all of the Shares at the same time
that such event occurs and without any consideration to, or consent of, the Qualified Person. If time is required to determine
whether any of the following events has occurred with respect to the Qualified Person during the Transfer Restriction Period,
the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph 2 until the Corporation has reasonably
determined that none of the following events has occurred with respect to the Qualified Person. |
| (1) | The Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the Qualified Person; |
| (3) | A petition seeking an attachment, a provisional attachment, a provisional disposition, a compulsory
execution or a public auction is filed against the Qualified Person, or the Qualified Person receives a penalty for any default
on the payment of taxes or other public dues; |
| (4) | The Qualified Person ceases to hold the position that he or she holds as a Director of the Corporation
(except for cases where the Qualified Person ceases to hold such position due to his or her death or any other justifiable reason
that is approved by the Compensation Committee of the Corporation (the Compensation Committee will accept that there is a justifiable
reason, unless there is a special circumstance)); |
| (5) | In the event that the Compensation Committee of the Corporation deems that the Qualified Person
has (a) violated the Sony Group Code of Conduct or any other written policy of the Corporation or a Related Company of the Corporation
(a “Related Company” means a “subsidiary (kogaisha)” as defined in Article 8, Paragraph 3 of the
Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated company (kanren
kaisha)” as defined in Paragraph 5 of such Article; and together with the Corporation, the “Group Companies”)
applicable to the Qualified Person, or has otherwise breached a duty of loyalty owed by the Qualified Person to the Corporation,
(b) breached the terms of any engagement agreement with the Corporation applicable to the Qualified Person or (c) taken or failed
to take any action that would constitute “cause” as defined in such agreement applicable to the Qualified Person; |
| (6) | The Compensation Committee of the Corporation determines that the Qualified Person is in violation
of a provision of this Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same shall apply hereinafter); |
| (7) | The Qualified Person assumes the position of an officer, employee or consultant of, or other similar
service-provider to, a company that is deemed by the Compensation Committee of the Corporation to have a competitive relationship
with the Group Companies (except for cases where the Qualified Person obtains the prior written approval of the Corporation); or |
| (8) | One (1) month has passed after the Qualified Person’s death without any notification and
notice being made or given to the Corporation pursuant to Article 11, Paragraph 1 by the Qualified Person’s spouse, estate
or by a person who has acquired the right to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
| Article 8 | (Treatment of Shares in Case of Organizational Restructuring) |
| 1. | During the Transfer Restriction Period, if any of the matters set forth in the following Items
is approved at a General Meeting of Shareholders of the Corporation (provided, however, that if an approval at a General Meeting
of Shareholders of the Corporation is not required, then the approval by the Board of Directors of the Corporation) (provided,
further, that it shall be limited to the case where the date prescribed in each Item below (the “Organizational Restructuring
Effective Date”) is prior to the expiration of the Transfer Restriction Period), pursuant to the decision of the Compensation
Committee of the Corporation, the Transfer Restriction shall be removed at the time immediately prior to the business day preceding
the Organizational Restructuring Effective Date, with respect to such number of Shares as calculated based on Paragraph 2 (the
“Number of Shares Subject to Removal Pursuant to Organizational Restructuring”), in respect of those Shares held by
the Qualified Person as of the date of the relevant approval (the “Organizational Restructuring Approval Date”). |
| (1) | Merger agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type company split agreement or incorporation-type company split plan under which the
Corporation will become the splitting company (limited to the case where, as of the effective date of the company split, the Corporation
delivers to the shareholders of the Corporation all or a part of the consideration for the split that is to be paid in the relevant
company split): the effective date of the company split; |
| (3) | Share exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share consolidation (limited to the case where the relevant share consolidation results in the
Qualified Person holding only a fractional share of less than one (1) share): the effective date of the share consolidation; |
| (5) | Acquisition of all shares of common stock of the Corporation, to be conducted by attaching the
class-wide call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the shares of common stock of the
Corporation: the acquisition date that is prescribed in Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies Act): the acquisition date that is prescribed
in Article 179-2, Paragraph 1, Item 5 of the Companies Act. |
| 2. | The Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be the number
set forth in the following Item (1) multiplied by the number set forth in the following Item (2) (any fractional unit (where one
unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Compensation Committee of the Corporation
may adjust the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within a reasonable extent. |
| (1) | The Number of Shares held by the Qualified Person as of the Organizational Restructuring Approval
Date. |
| (2) | The number of months in the period from (i) the month including the Payment Date to (ii) the month
including the Organizational Restructuring Approval Date, divided by 108. |
| 3. | In the case provided in Paragraph 1, the Corporation shall acquire, without any consideration to,
or consent of, the Qualified Person, all of the Shares that are held by the Qualified Person and in respect of which the Transfer
Restriction has not been removed as of the business day preceding the Organizational Restructuring Effective Date. |
| Article 9 | (Waiver of Right to Make Claim for Damages) |
To the extent permitted
by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the Corporation and the directors
and officers of the Corporation in relation to the Shares, including loss of compensation, the addition of profits or claims for
damages.
| Article 10 | (Notifications of Address and Contact Address in Japan,
Etc.) |
| 1. | During the Transfer Restriction Period, if the Qualified Person moves from the address of the Qualified
Person set forth on the signature page at the end of this Agreement, the Qualified Person must notify the Corporation, in the manner
provided in Article 12, Paragraph 2, of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the Shares, and in respect of which the Corporation
requests the Qualified Person to give notice. |
| 2. | If the Qualified Person fails to make the notification in the preceding Paragraph, the last address
that the Qualified Person has notified to the Corporation (if there has been no such notification by the Qualified Person, the
address of the Qualified Person set forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person. |
| Article 11 | (Treatment in Case of Death of Qualified Person) |
| 1. | In the case that the Qualified Person dies during the
Transfer Restriction Period, the heir(s) of such Qualified Person must notify the Corporation, in the manner provided in Article
12, Paragraph 2, of the name(s) and address(es) of such heir(s) as soon as reasonably practicable, but in no event later than
one (1) month after the death of the Qualified Person. In addition, the heir(s) of the Qualified Person must give notice to the
Corporation of other matters which the Corporation judges to be necessary in connection with the Shares, and in respect of which
the Corporation requests the heir(s) of the Qualified Person to give notice. |
| 2. | If the heir(s) of the Qualified Person fail(s) to make
the notifications in the preceding Paragraph, the last address in respect of which the Qualified Person made the notification
to the Corporation in Paragraph 1 of the preceding article (if there has been no such notification by the Qualified Person, the
address of the Qualified Person set forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the heir(s) of the Qualified Person. |
| 3. | The heir(s) of the Qualified Person must comply with
this Agreement, the Detailed Regulations and other provisions concerning the Shares. |
| Article 12 | (Method of Indication of Intention and Notice) |
| 1. | All indications of intention and notices given by the
Corporation to the Qualified Person (including the heir(s) of the Qualified Person) under this Agreement and the Detailed Regulations
shall be made in any of the following manners (provided, however, that all indications of intention and notices given by the Corporation
to the heir(s) of the Qualified Person under this Agreement and the Detailed Regulations shall be made by the manner of Item (1)
if such heir(s) of the Qualified Person is/are not employed by or affiliated with the Group Companies.): |
| (1) | Delivery of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have been any changes thereto, to the address(es)
set forth in Article 10 or Article 11; |
| (2) | Delivery of documents to the Qualified Person (including the heir(s) of the Qualified Person) at
his or her department in the Group Companies or delivery by e-mail to the e-mail address of the Qualified Person (including the
heir(s) of the Qualified Person) at the Group Companies; or |
| (3) | Giving notice on a web site of the Group Companies. |
| 2. | All indications of intention and notices given by the Qualified Person (including the heir(s) of
the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations shall be made in writing to the Group
HR Department of the Corporation or otherwise made in the manner designated by the Corporation. |
| Article 13 | (Treatment of Personal Information) |
The Corporation may
use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained from the Qualified
Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry as provided
in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the heir(s) of the
Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and the Detailed Regulations.
Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that the Corporation may entrust
these tasks to third party service providers acting as broker/dealers and/or record keepers, securities companies and the share
registry administrator (the “Contractors”), and accordingly the Corporation shall provide the Contractors with personal
information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified Person and the Contractors
shall use such information, for the purpose of administering the restricted stock compensation plan of the Corporation. The information
provided in this Article 13 is supplemental to the information set out in your Corporation’s employee privacy policy as in
effect from time to time.
| Article 14 | (Right to Establish Detailed Regulations) |
| 1. | For the purpose of stipulating matters concerning the
implementation of this Agreement and any other details of the restricted stock compensation plan, the Corporation may establish,
amend and abolish the “Detailed Regulations for Restricted Stock Compensation” (the “Detailed Regulations”),
and the Qualified Person shall comply with the Detailed Regulations, as amended. Any establishment, amendment or abolishment of
the Detailed Regulations shall be conducted by way of a resolution passed by the Compensation Committee of the Corporation. |
| 2. | If the Corporation establishes, amends or abolishes the Detailed Regulations in accordance with
the preceding Paragraph, the Corporation must immediately notify the Qualified Person thereof. |
| 3. | Notwithstanding the provisions of Article 12, the notification in the preceding Paragraph may be
conducted by the Corporation by transmitting the communication documents to the Corporation’s internal homepage and posting
the required matters thereon (provided, however, that this Paragraph shall not apply to the heir(s) of the Qualified Person who
is not employed by or affiliated with the Group Companies.). |
| Article 15 | (Amendment of Agreement) |
| 1. | If it is found that this Agreement is not in compliance
with the Companies Act, the Financial Instruments and Exchange Act, the Income Tax Act, the Corporation Tax Act or any other relevant
laws or regulations, or if this Agreement ceases to be in compliance therewith as a result of amendments thereto which become
effective after the conclusion of this Agreement, the Corporation may, by giving notice to the Qualified Person, prescribe, amend
or abolish any necessary provisions. |
| 2. | In addition to the case described in the preceding Paragraph, when the Corporation finds it necessary,
the Corporation may propose an amendment to this Agreement to the Qualified Person. |
| 3. | If, within two (2) weeks after the Qualified Person receives the proposal mentioned in the preceding
Paragraph, the Qualified Person does not make any objection to the Corporation in writing together with justifiable reasons, this
Agreement shall be deemed to have been amended in accordance with the proposal made by the Corporation. |
| 4. | In addition to the cases provided in each of the preceding Paragraphs, this Agreement may be amended
through an agreement made by and between the Corporation and the Qualified Person. |
| Article 16 | (Tax Treatment) |
| 1. | The Qualified Person shall pay, at his or her own expense,
any income tax imposed on him/her and any other taxes and governmental charges as well as costs, which arise as a result of the
Disposal of Treasury Shares, the holding of the Shares, the removal of the Transfer Restrictions of the Shares, or the disposal,
etc. of the Shares, including the sale thereof. |
| 2. | If the Corporation has a statutory withholding obligation in connection with the procedure set
forth in the preceding Paragraph, the Qualified Person shall, upon demand by the Corporation, transfer an amount equal to the amount
of the withholding tax to the bank account designated by the Corporation and by the date designated by the Corporation. |
| Article 17 | (Treatment in Cases of Stock Split, Share Consolidation,
Etc.) |
During the Transfer
Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires shares of the
Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case where, during
the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation to the shares
of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same shall apply, with
respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation to the shares of
common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions of this Agreement
shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
| Article 18 | (Treatment in Cases of Acquisitions of Shares without
any Consideration to, or Consent of, the Qualified Person) |
| 1. | If the Corporation removes the Transfer Restriction or
conducts an acquisition without any consideration to, or consent of, the Qualified Person pursuant to the provisions of this Agreement,
the Corporation shall provide the Qualified Person with written notice in advance in the form set forth in Exhibit 3 in respect
of (i) the date on which the Transfer Restriction will be removed and the number of shares for which the Transfer Restriction
will be removed or (ii) the date on which the acquisition without any consideration to, or consent of, the Qualified Person will
be conducted and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person by the
Corporation. |
| 2. | If the Corporation performs the procedures in relation
to the Shares pursuant to the provisions of this Agreement, the Corporation may, at its own discretion and on behalf of and in
the name of the Qualified Person, perform the procedures required by laws and ordinances or regulations pursuant to the provisions
of this Agreement, including, but not limited to, making book-entries for the book-entry transfer that shall be implemented under
the Act on Book Entry of Corporate Bonds and Shares, and the Qualified Person shall not raise any objections thereto. |
| Article 19 | (Issuance of American Depositary Receipts) |
| 1. | As long as the Corporation maintains the listing of American
Depositary Receipts (“ADRs”), which represent shares of common stock of the Corporation in the United States, on a
stock exchange in the United States, the Qualified Person agrees to generally receive ADRs in lieu of the Shares. |
| 2. | The Transfer Restriction shall apply equally to ADRs
issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares” shall also be deemed to include
“ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement or unless the context otherwise
requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any acquisition without any consideration
to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the provisions concerning the Transfer Restriction
and the acquisition without any consideration to, or consent of, the Qualified Person of the Shares under this Agreement, and
in the same manner as those conducted in respect of the Shares. |
| 3. | If the Corporation determines to delist ADRs from a stock exchange in the United States, the Corporation
may acquire, without any consideration to, or consent of, the Qualified Person, all of the ADRs in respect of which the Transfer
Restriction has not been removed as of the date on which such determination is made, and deliver to the Qualified Person the Shares
which are represented by ADRs acquired and on which the Transfer Restriction is imposed, and the Qualified Person shall not raise
any objections to such handling. |
| Article 20 | (Treatment of Matters Not Provided for in this Agreement) |
The Qualified Person
shall comply with this Agreement, the Detailed Regulations and other provisions concerning the Shares. With respect to matters
that are not provided for in this Agreement, such matters shall be determined by consultation in good faith between the Corporation
and the Qualified Person. In the event that the Qualified Person rejects such consultation or in the event that such consultation
fails to establish an agreement, such matters shall be reasonably decided by the Corporation.
| Article 21 | (Governing Law) |
This Agreement, the
Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance with the laws
of Japan.
The Corporation and the Qualified Person
agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes that may
arise in relation to this Agreement, the Detailed Regulations and other provisions concerning the Shares.
IN WITNESS WHEREOF, this Agreement has
been executed and delivered by the parties hereto.
July 13, 2023
| (Corporation) | Address: |
1-7-1 Konan, Minato-ku, Tokyo |
| | Name: |
Sony
Group Corporation |
| | |
Representative
Corporate Executive Officer |
| | |
Kenichiro
Yoshida |
| | |
|
| (Qualified
Person) | Address: |
[Address of the Qualified Person] |
| | Name: |
[Name
of the Qualified Person] |
| Exhibit 1 | Matters to be notified pursuant to Article 203, Paragraph
1 of the Companies Act |
| (1) | Trade name:
Sony Group Corporation |
| (2) | Total number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
| (i) | Upon convening a general meeting of shareholders, the
Corporation may take measures to electronically provide the information of the reference documents f or the general meeting of
shareholders. |
| (ii) | Among the matters to be provided electronically, the
Corporation may exclude all or some of the matters provided by the ordinances of the Ministry of Justice in documents to be delivered
to shareholders who have made a request for the delivery of documents by the record date of the voting rights. |
| (7) | Indication pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As the shares of common
stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate Bonds and Shares
shall apply to the shares of common stock of the Corporation.
Exhibit 2 Account for Shares
[●]
Exhibit 3
Notice
[MM DD],
[YY]
To [Name
of the Qualified Person]
|
1-7-1 Konan, Minato-ku, Tokyo
Sony Group Corporation
Representative Corporate Executive Officer
Kenichiro Yoshida |
Pursuant to Article 18, Paragraph 1 of
the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by and between the Corporation and
[name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding the shares of restricted stock
of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified Person of [the removal of the Transfer
Restriction and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person], as follows.
Unless the context otherwise requires, terms used in this Notice that are not otherwise defined herein shall have the same meanings
as those ascribed to them in the Agreement.
[Date on which the Transfer Restriction will be removed] |
[MM DD], [YY] |
[Number
of shares for which the Transfer Restriction will be removed] |
[●] shares |
[Date on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM DD], [YY] |
[Number of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●] shares |
End of Document
Sony Group Kabushiki Kaisha S-8
Exhibit 4.3
(English translation)
Allotment Agreement for Shares of Restricted
Stock
Sony Group Corporation (the “Corporation”)
and [the name of person to whom shares will be granted] (the “Qualified Person”) enter into this Allotment Agreement
for Shares of Restricted Stock (this “Agreement”) as of July 13, 2023, as follows, in connection with (i) the allotment
of the shares of common stock of the Corporation to be granted to the Qualified Person by the Corporation pursuant to the decision
of the Representative Corporate Executive Officer of the Corporation made on June 29, 2023, which is based on the delegation by
the Board of Directors of the Corporation, and (ii) the management of the account for such shares treated as restricted stock.
This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification set forth in Article 203, Paragraph
1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies Act and the notification set forth
in Article 204, Paragraph 3 of the Companies Act. This Agreement does not create a contract or guarantee of continued employment,
nor does it form part of the employment agreement, if any, between the Corporation and the Qualified Person.
| Article 1 | (Purpose of this Agreement) |
The purpose of granting
shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the restricted stock compensation
plan of the Corporation is to (i) further promote shared values between the shareholders, on the one hand, and the Corporate Executive
Officers (including the Qualified Person), on the other hand, and (ii) give an incentive to such Corporate Executive Officers to
enhance the mid- to long-term business performance of the Corporation and its corporate value.
| Article 2 | (Disposal of Treasury Shares) |
| 1. | The Corporation shall grant 385,000 shares of common
stock of the Corporation by the disposal of treasury shares (the “Disposal of Treasury Shares”) in accordance with
the following terms, and the Qualified Person shall subscribe for [●] shares (the “Shares”; and the number of
the Shares shall be hereinafter referred to as the “Number of Shares”) out of the said shares. |
| (1) | Class and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount to be paid for each Offered Share |
13,160
yen per share
| (4) | Total amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen),
monetary compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of
monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen)
July
14, 2023 (the “Payment Date”)
| 2. | The Qualified Person hereby agrees to immediately pay,
on the Payment Date, the monetary compensation receivables to the Corporation in the amount obtained by multiplying (i) the Number
of Shares to be subscribed for by the Qualified Person pursuant to the main clause of the preceding Paragraph by (ii) the amount
of monetary compensation receivables that will be contributed per share for the Offered Shares, which is set forth in Item (5)
of the preceding Paragraph; and the Corporation hereby approves payment by way of such contribution. |
| Article 3 | (Restriction on Transfer of the Shares) |
| 1. | Except as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2026 (the “Transfer Restriction Period”), the Qualified Person shall not transfer, create any security interest
on or otherwise dispose of the Shares (the “Transfer Restriction”). |
| 2. | In order to ensure compliance with the Transfer Restriction, during the Transfer Restriction Period
(subject to Article 5 or Article 8), the Shares granted to the Qualified Person will be managed by Nomura Securities Co., Ltd.,
using a dedicated account for the Shares (the “Account for Shares”) in the name of the Qualified Person, which is set
forth in Exhibit 2. In connection with the management of the Account for Shares, the Corporation has entered into the Memorandum
of Understanding for the Administration of Restricted Stock, with the content to be separately specified by the Corporation, with
Nomura Securities Co., Ltd. (the “Memorandum of Understanding”). The Qualified Person’s acceptance of the Shares
shall constitute his or her acceptance of all terms and conditions of the Memorandum of Understanding as they apply to the Shares. |
| 3. | The Qualified Person shall receive the book-entry transfer of the Shares into the Account for Shares. |
| Article 4 | (Treatment of Shareholders’ Rights) |
| 1. | The Qualified Person may exercise voting rights pertaining
to the Shares and has the right to receive dividends of surplus pertaining to the Shares at all times, including during the Transfer
Restriction Period. |
| 2. | The Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e., the
right under which shareholders may request the company to purchase the shares held by such shareholders at a fair price, which
is set forth in Article 116, Article 182-4, Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not limited to, the rights set forth in Article
206-2, Paragraph 4, Article 244-2, Paragraph 5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article 833, Article 847-3 and Article 854 of
the Companies Act) against the Corporation for any reason until the Transfer Restriction is removed. |
| Article 5 | (Removal of the Transfer Restriction) |
| 1. | The Corporation shall remove, as of the expiration of
the Transfer Restriction Period, the Transfer Restriction on all of the Shares held by the Qualified Person, on the condition
that the Qualified Person has, throughout the Transfer Restriction Period, held one or more of his or her positions, as applicable,
as a Director, a Corporate Executive Officer or any other officer at, or continued to be an employee of, the Corporation or a
Related Company of the Corporation (a “Related Company” means a “subsidiary (kogaisha)” as defined
in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or
an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such Article; and together with the Corporation,
the “Group Companies”). |
| 2. | Notwithstanding the provisions of the preceding Paragraph,
if, during the Transfer Restriction Period, the Qualified Person ceases to hold all the positions that he or she holds as a Director,
a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Group Companies
due to his or her death or any other justifiable reason that is approved by the Compensation Committee of the Corporation, the
timing of the removal of the Transfer Restriction and the number of Shares for which the Transfer Restriction will be removed
shall be as set forth below. |
| (1) | In the case that the Qualified Person ceases to hold all such positions due to the Qualified Person’s
death: |
| (a) | Timing of the removal of the Transfer Restriction |
The later
of: (A) the date of the resolution adopted at the meeting of the Compensation Committee regarding the handling of the Qualified
Person’s Shares upon his or her ceasing to hold all such positions due to the Qualified Person’s death; and (B) the
date that notice is made pursuant to Article 11, Paragraph 1.
| (b) | Number of Shares for which the Transfer Restriction will be removed |
The number
of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional unit
(where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Compensation Committee
of the Corporation may adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent,
and if Article 7, Paragraph 3, Item (8) applies to the Qualified Person, the number of Shares will be zero (0).
| (i) | the Number of Shares held by the Qualified Person as of his or her death. |
| (ii) | the amount obtained by dividing (A) the number of months in the period from (x) the month including
the Payment Date to (y) the month including the date of the Qualified Person’s death by (B) 36. |
| (2) | In the case that the Qualified Person ceases to hold all such positions due to any other justifiable
reason that is approved by the Compensation Committee of the Corporation, other than in the case of the preceding Item: |
| (a) | Timing of the removal of the Transfer Restriction |
As of
the first day of the month following the month in which the Qualified Person ceases to hold all such positions (provided, however,
that the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporation for the removal of the Transfer Restriction).
| (b) | Number of Shares for which the Transfer Restriction will be removed |
The number
of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional unit
(where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Compensation Committee
of the Corporation may adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent.
| (i) | the Number of Shares held by the Qualified Person as of the date he or she ceases to hold all such
positions. |
| (ii) | the amount obtained by dividing (A) the number of months in the period from (x) the month including
the Payment Date to (y) the month including the date that the Qualified Person ceases to hold all such positions by (B) 36. |
| Article 6 | (Compliance with the Financial Instruments and Exchange
Act, Etc.) |
| 1. | The Qualified Person shall, in the Disposal of Treasury
Shares and in selling the Shares for which the Transfer Restriction is removed in accordance with the preceding Article or Article
8, Paragraph 1, comply with the Financial Instruments and Exchange Act and any other applicable laws and regulations (including,
but not limited to, the applicable U.S. laws and regulations) and the Corporation’s regulations for the prevention of insider
trading. |
| 2. | The Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which
the Transfer Restriction is removed in accordance with the preceding Article or Article 8, Paragraph 1, confirm in advance with
the Legal Division of the Corporation (or any other department of the Corporation in charge of such matters at the time), whether
there is any violation of Article 166 and/or Article 167 (provisions relating to insider trading) of the Financial Instruments
and Exchange Act. |
| 3. | In addition to the provisions of the preceding two (2)
Paragraphs, the Qualified Person shall comply with the Companies Act, the Financial Instruments and Exchange Act and other applicable
laws and regulations, and the internal regulations, etc. of the company to which the Qualified Person belongs, in connection with
the holding, sale and other disposition of the Shares. |
| Article 7 | (Events of Acquisition without any Consideration to,
or Consent of, the Qualified Person) |
| 1. | The Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares held by the Qualified Person that are not subject to the removal of
the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If the Transfer Restriction on any portion of the Shares is removed pursuant to Article 5, Paragraph
2, the Corporation shall automatically acquire at the same time the Transfer Restriction is removed and without any consideration
to, or consent of, the Qualified Person, that portion of the Shares held by the Qualified Person for which the Transfer Restriction
has not been removed. |
| 3. | If any of the following events occur with respect to
the Qualified Person during the Transfer Restriction Period, the Corporation shall acquire all of the Shares at the same time
that such event occurs and without any consideration to, or consent of, the Qualified Person. If time is required to determine
whether any of the following events has occurred with respect to the Qualified Person during the Transfer Restriction Period,
the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph 2 until the Corporation has reasonably
determined that none of the following events has occurred with respect to the Qualified Person. |
| (1) | The Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the Qualified Person; |
| (3) | A petition seeking an attachment, a provisional attachment, a provisional disposition, a compulsory
execution or a public auction is filed against the Qualified Person, or the Qualified Person receives a penalty for any default
on the payment of taxes or other public dues; |
| (4) | The Qualified Person ceases to hold all the positions that he or she holds as a Director, a Corporate
Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of, the Group Companies (except for
cases where the Qualified Person ceases to hold all such positions due to his or her death or any other justifiable reason that
is approved by the Compensation Committee of the Corporation); |
| (5) | In the event that the Compensation Committee of the Corporation deems that the Qualified Person
has (a) violated the Sony Group Code of Conduct or any other written policy of the Group Companies applicable to the Qualified
Person, or has otherwise breached a duty of loyalty owed by the Qualified Person to the Group Companies, or (b) breached the terms
of any written employment or services agreement with the Group Companies applicable to the Qualified Person; |
| (6) | The Compensation Committee of the Corporation determines that the Qualified Person is in violation
of a provision of this Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same shall apply hereinafter); |
| (7) | The Qualified Person assumes the position of an officer, employee or consultant of, or other similar
service-provider to, a company that is deemed by the Compensation Committee of the Corporation to have a competitive relationship
with the Group Companies (except for cases where the Qualified Person obtains the prior written approval of the Corporation); or |
| (8) | One (1) month has passed after the Qualified Person’s death without any notification and
notice being made or given to the Corporation pursuant to Article 11, Paragraph 1 by the Qualified Person’s spouse, estate
or by a person who has acquired the right to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
| Article 8 | (Treatment of Shares in Case of Organizational Restructuring) |
| 1. | During the Transfer Restriction Period, if any of the
matters set forth in the following Items is approved at a General Meeting of Shareholders of the Corporation (provided, however,
that if an approval at a General Meeting of Shareholders of the Corporation is not required, then the approval by the Board of
Directors of the Corporation) (provided, further, that it shall be limited to the case where the date prescribed in each Item
below (the “Organizational Restructuring Effective Date”) is prior to the expiration of the Transfer Restriction Period),
pursuant to the decision of the Compensation Committee of the Corporation, the Transfer Restriction shall be removed at the time
immediately prior to the business day preceding the Organizational Restructuring Effective Date, with respect to such number of
Shares as calculated based on Paragraph 2 (the “Number of Shares Subject to Removal Pursuant to Organizational Restructuring”),
in respect of those Shares held by the Qualified Person as of the date of the relevant approval (the “Organizational Restructuring
Approval Date”). |
| (1) | Merger agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type company split agreement or incorporation-type company split plan under which the
Corporation will become the splitting company (limited to the case where, as of the effective date of the company split, the Corporation
delivers to the shareholders of the Corporation all or a part of the consideration for the split that is to be paid in the relevant
company split): the effective date of the company split; |
| (3) | Share exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share consolidation (limited to the case where the relevant share consolidation results in the
Qualified Person holding only a fractional share of less than one (1) share): the effective date of the share consolidation; |
| (5) | Acquisition of all shares of common stock of the Corporation, to be conducted by attaching the
class-wide call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the shares of common stock of the
Corporation: the acquisition date that is prescribed in Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies Act): the acquisition date that is prescribed
in Article 179-2, Paragraph 1, Item 5 of the Companies Act. |
| 2. | The Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be the number
set forth in the following Item (1) multiplied by the number set forth in the following Item (2) (any fractional unit (where one
unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Compensation Committee of the Corporation
may adjust the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within a reasonable extent. |
| (1) | The Number of Shares held by the Qualified Person as of the Organizational Restructuring Approval
Date. |
| (2) | The number of months in the period from (i) the month including the Payment Date to (ii) the month
including the Organizational Restructuring Approval Date, divided by 36. |
| 3. | In the case provided in Paragraph 1, the Corporation shall acquire, without any consideration to,
or consent of, the Qualified Person, all of the Shares that are held by the Qualified Person and in respect of which the Transfer
Restriction has not been removed as of the business day preceding the Organizational Restructuring Effective Date. |
| Article 9 | (Waiver of Right to Make Claim for Damages) |
To the extent permitted
by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the Corporation and the directors
and officers of the Corporation in relation to the Shares, including loss of compensation, the addition of profits or claims for
damages.
| Article 10 | (Notifications of Address and Contact Address in Japan,
Etc.) |
| 1. | During the Transfer Restriction Period, if the Qualified Person moves from the address of the Qualified
Person set forth on the signature page at the end of this Agreement, the Qualified Person must notify the Corporation, in the manner
provided in Article 12, Paragraph 2, of the post-move address (in case of moving out of Japan, the post-move address and the contact
address in Japan). In addition, the Qualified Person must give notice to the Corporation of other matters which the Corporation
judges to be necessary in connection with the Shares, and in respect of which the Corporation requests the Qualified Person to
give notice. |
| 2. | If the Qualified Person fails to make the notification in the preceding Paragraph, the last address
or contact address in Japan that the Qualified Person has notified to the Corporation (if there has been no such notification by
the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of this Agreement) shall be
deemed to be the address or contact address in Japan of the Qualified Person. |
| Article 11 | (Treatment in Case of Death of Qualified Person) |
| 1. | In the case that the Qualified Person dies during the
Transfer Restriction Period, the heir(s) of such Qualified Person must notify the Corporation, in the manner provided in Article
12, Paragraph 2, of the name(s) and address(es) of such heir(s) (if the address(es) is outside of Japan, the address(es) and contact
address(es) in Japan) as soon as reasonably practicable, but in no event later than one (1) month after the death of the Qualified
Person. In addition, the heir(s) of the Qualified Person must give notice to the Corporation of other matters which the Corporation
judges to be necessary in connection with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified
Person to give notice. |
| 2. | If the heir(s) of the Qualified Person fail(s) to make
the notifications in the preceding Paragraph, the last address or the contact address in Japan in respect of which the Qualified
Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been no such notification
by the Qualified Person, the address or the contact address in Japan of the Qualified Person set forth on the signature page at
the end of this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person. |
| 3. | The heir(s) of the Qualified Person must comply with
this Agreement, the Detailed Regulations and other provisions concerning the Shares. |
| Article 12 | (Method of Indication of Intention and Notice) |
| 1. | All indications of intention and notices given by the
Corporation to the Qualified Person (including the heir(s) of the Qualified Person) under this Agreement and the Detailed Regulations
shall be made in any of the following manners (provided, however, that all indications of intention and notices given by the Corporation
to the heir(s) of the Qualified Person under this Agreement and the Detailed Regulations shall be made by the manner of Item (1)
if such heir(s) of the Qualified Person is/are not employed by or affiliated with the Group Companies.): |
| (1) | Delivery of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have been any changes thereto, to the address(es)
set forth in Article 10 or Article 11; |
| (2) | Delivery of documents to the Qualified Person (including the heir(s) of the Qualified Person) at
his or her department in the Group Companies or delivery by e-mail to the e-mail address of the Qualified Person (including the
heir(s) of the Qualified Person) at the Group Companies; or |
| (3) | Giving notice on a web site of the Group Companies. |
| 2. | All indications of intention and notices given by the Qualified Person (including the heir(s) of
the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations shall be made in writing to the Group
HR Department of the Corporation or otherwise made in the manner designated by the Corporation. |
| Article 13 | (Treatment of Personal Information) |
The Corporation may
use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained from the Qualified
Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry as provided
in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the heir(s) of the
Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and the Detailed Regulations.
Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that the Corporation may entrust
these tasks to third party service providers acting as broker/dealers and/or record keepers, securities companies and the share
registry administrator (the “Contractors”), and accordingly the Corporation shall provide the Contractors with personal
information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified Person and the Contractors
shall use such information, for the purpose of administering the restricted stock compensation plan of the Corporation.
| Article 14 | (Right to Establish Detailed Regulations) |
| 1. | For the purpose of stipulating matters concerning the
implementation of this Agreement and any other details of the restricted stock compensation plan, the Corporation may establish,
amend and abolish the “Detailed Regulations for Restricted Stock Compensation” (the “Detailed Regulations”),
and the Qualified Person shall comply with the Detailed Regulations, as amended. Any establishment, amendment or abolishment of
the Detailed Regulations shall be conducted by way of a resolution passed by the Compensation Committee of the Corporation. |
| 2. | If the Corporation establishes, amends or abolishes the Detailed Regulations in accordance with
the preceding Paragraph, the Corporation must immediately notify the Qualified Person thereof. |
| 3. | Notwithstanding the provisions of Article 12, the notification in the preceding Paragraph may be
conducted by the Corporation by transmitting the communication documents to the Corporation’s internal homepage and posting
the required matters thereon (provided, however, that this Paragraph shall not apply to the heir(s) of the Qualified Person who
is not employed by or affiliated with the Group Companies.). |
| Article 15 | (Amendment of Agreement) |
| 1. | If it is found that this Agreement is not in compliance
with the Companies Act, the Financial Instruments and Exchange Act, the Income Tax Act, the Corporation Tax Act or any other relevant
laws or regulations, or if this Agreement ceases to be in compliance therewith as a result of amendments thereto which become
effective after the conclusion of this Agreement, the Corporation may, by giving notice to the Qualified Person, prescribe, amend
or abolish any necessary provisions. |
| 2. | In addition to the case described in the preceding Paragraph, when the Corporation finds it necessary,
the Corporation may propose an amendment to this Agreement to the Qualified Person. |
| 3. | If, within two (2) weeks after the Qualified Person receives the proposal mentioned in the preceding
Paragraph, the Qualified Person does not make any objection to the Corporation in writing together with justifiable reasons, this
Agreement shall be deemed to have been amended in accordance with the proposal made by the Corporation. |
| 4. | In addition to the cases provided in each of the preceding Paragraphs, this Agreement may be amended
through an agreement made by and between the Corporation and the Qualified Person. |
| Article 16 | (Tax Treatment) |
| 1. | The Qualified Person shall pay, at his or her own expense,
any income tax imposed on him/her and any other taxes and governmental charges as well as costs, which arise as a result of the
Disposal of Treasury Shares, the holding of the Shares, the removal of the Transfer Restrictions of the Shares, or the disposal,
etc. of the Shares, including the sale thereof. |
| 2. | If the Corporation has a statutory withholding obligation in connection with the procedure set
forth in the preceding Paragraph, the Qualified Person shall, upon demand by the Corporation, transfer an amount equal to the amount
of the withholding tax to the bank account designated by the Corporation and by the date designated by the Corporation. |
| Article 17 | (Treatment in Cases of Stock Split, Share Consolidation,
Etc.) |
During the Transfer
Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires shares of the
Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case where, during
the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation to the shares
of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same shall apply, with
respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation to the shares of
common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions of this Agreement
shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
| Article 18 | (Treatment in Cases of Acquisitions of Shares without
any Consideration to, or Consent of, the Qualified Person) |
| 1. | If the Corporation removes the Transfer Restriction or
conducts an acquisition without any consideration to, or consent of, the Qualified Person pursuant to the provisions of this Agreement,
the Corporation shall provide the Qualified Person with written notice in advance in the form set forth in Exhibit 3 in respect
of (i) the date on which the Transfer Restriction will be removed and the number of shares for which the Transfer Restriction
will be removed or (ii) the date on which the acquisition without any consideration to, or consent of, the Qualified Person will
be conducted and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person by the
Corporation. |
| 2. | If the Corporation performs the procedures in relation
to the Shares pursuant to the provisions of this Agreement, the Corporation may, at its own discretion and on behalf of and in
the name of the Qualified Person, perform the procedures required by laws and ordinances or regulations pursuant to the provisions
of this Agreement, including, but not limited to, making book-entries for the book-entry transfer that shall be implemented under
the Act on Book Entry of Corporate Bonds and Shares, and the Qualified Person shall not raise any objections thereto. |
| Article 19 | (Treatment of Matters Not Provided for in this Agreement) |
The Qualified Person
shall comply with this Agreement, the Detailed Regulations and other provisions concerning the Shares. With respect to matters
that are not provided for in this Agreement, such matters shall be determined by consultation in good faith between the Corporation
and the Qualified Person. In the event that the Qualified Person rejects such consultation or in the event that such consultation
fails to establish an agreement, such matters shall be reasonably decided by the Corporation.
| Article 20 | (Governing Law) |
This Agreement, the
Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance with the laws
of Japan.
The Corporation and the Qualified Person
agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance over any and all disputes that may
arise in relation to this Agreement, the Detailed Regulations and other provisions concerning the Shares.
IN WITNESS WHEREOF, (i) by signing or affixing
their seals thereto, the Corporation and the Qualified Person have caused this Agreement to be executed in duplicate and each party
shall retain one (1) original or (ii) by providing electronic signatures thereto, the Corporation and the Qualified Person have
caused this Agreement to be executed and each party shall retain the electronic record. Each party confirms that this Agreement
has been executed as of July 13, 2023.
July 13, 2023
| (Corporation) | Address: |
1-7-1 Konan, Minato-ku, Tokyo |
| | Name: |
Sony
Group Corporation |
| | |
Representative
Corporate Executive Officer |
| | |
Kenichiro
Yoshida |
| | |
|
| (Qualified
Person) | Address: |
[Address of the Qualified Person] |
| | Name: |
[Name
of the Qualified Person] |
| Exhibit 1 | Matters to be notified pursuant to Article 203, Paragraph
1 of the Companies Act |
| (1) | Trade name:
Sony Group Corporation |
| (2) | Total number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
(i)
Upon convening a general meeting of shareholders, the Corporation shall take measures to electronically provide information that
constitutes the content of the reference materials for the general meeting of shareholders, etc.
(ii)
Among the matters to be provided electronically, the Corporation may exclude all or some of the matters provided by the Ordinances
of the Ministry of Justice from documents to be delivered to shareholders who have made a request for the delivery of documents
by the record date of the voting rights.
| (7) | Indication pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.
Exhibit 2 Account for Shares
[●]
Exhibit 3
Notice
[MM DD],
[YY]
To [Name
of the Qualified Person]
|
1-7-1 Konan, Minato-ku, Tokyo
Sony Group Corporation
Representative Corporate Executive Officer
Kenichiro Yoshida |
Pursuant to Article 18, Paragraph 1 of
the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by and between the Corporation and
[name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding the shares of restricted stock
of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified Person of [the removal of the Transfer
Restriction and the number of shares to be acquired without any consideration to, or consent of, the Qualified Person], as follows.
Unless the context otherwise requires, terms used in this Notice that are not otherwise defined herein shall have the same meanings
as those ascribed to them in the Agreement.
[Date on which the Transfer Restriction will be removed] |
[MM DD], [YY] |
[Number
of shares for which the Transfer Restriction will be removed] |
[●] shares |
[Date on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM DD], [YY] |
[Number of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●] shares |
Sony Group Kabushiki Kaisha S-8
Exhibit 4.4
(English
translation)
Allotment
Agreement for Shares of Restricted Stock
Sony
Group Corporation (the “Corporation”) and [the name of person to whom shares will be granted] (the “Qualified
Person”) enter into this Allotment Agreement for Shares of Restricted Stock (this “Agreement”) as of July
13, 2023, as follows, in connection with (i) the allotment of the shares of common stock of the Corporation to be granted
to the Qualified Person by the Corporation pursuant to the decision of the Representative Corporate Executive Officer of the Corporation
made on June 29, 2023, which is based on the delegation by the Board of Directors of the Corporation, and (ii) the management
of the account for such shares treated as restricted stock. This Agreement, including Exhibit 1 and Exhibit 2, shall also function
as the notification set forth in Article 203, Paragraph 1 of the Companies Act, the application set forth in Article 203, Paragraph
2 of the Companies Act and the notification set forth in Article 204, Paragraph 3 of the Companies Act. This Agreement does not
create a contract or guarantee of continued employment, nor does it form part of the employment agreement, if any, between the
Corporation and the Qualified Person.
| Article
1 | (Purpose
of this Agreement) |
The
purpose of granting shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the
restricted stock compensation plan of the Corporation is to (i) further promote shared values between the shareholders, on the
one hand, and employees (including the Qualified Person), on the other hand, and (ii) give an incentive to such employees to enhance
the mid- to long-term business performance of the Corporation and its corporate value.
| Article
2 | (Disposal
of Treasury Shares) |
| 1. | The
Corporation shall grant 385,000 shares of common stock of the Corporation by the disposal of treasury shares (the “Disposal
of Treasury Shares”) in accordance with the following terms, and the Qualified Person shall subscribe for [●] shares
(the “Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”)
out of the said shares. |
| (1) | Class
and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method
of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount
to be paid for each Offered Share |
13,160
yen per share
| (4) | Total
amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance
and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen),
monetary compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of
monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen)
July
14, 2023 (the “Payment Date”)
| 2. | The
Qualified Person hereby agrees to immediately pay, on the Payment Date, the monetary compensation receivables to the Corporation
in the amount obtained by multiplying (i) the Number of Shares to be subscribed for by the Qualified Person pursuant to the main
clause of the preceding Paragraph by (ii) the amount of monetary compensation receivables that will be contributed per share for
the Offered Shares, which is set forth in Item (5) of the preceding Paragraph; and the Corporation hereby approves payment by
way of such contribution. |
| Article
3 | (Restriction
on Transfer of the Shares) |
| 1. | Except
as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2026 (the “Transfer Restriction Period”), the Qualified Person
shall not transfer, create any security interest on or otherwise dispose of the Shares
(the “Transfer Restriction”). For the avoidance of doubt, in no case shall
a person’s receipt of the Shares by bequest or inheritance violate this Article. |
| 2. | In
order to ensure compliance with the Transfer Restriction, during the Transfer Restriction
Period (subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person
will be managed by MUFG Bank, Ltd. using a dedicated account for the Shares (the “Account
for Shares”) in the name of Citibank, NA. (“Citibank”), which is set
forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed
by Citibank. In connection with the aforesaid management of ADRs, the Corporation has
entered into that certain Amended and Restated Deposit Agreement, dated as of October
15, 2014, as amended and supplemented from time to time, by and among the Corporation,
Citibank, and all holders and beneficial owners of American Depository Shares thereunder,
and has entered into that certain Sony Corporation Restricted ADS Agreement, dated as
of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation
and Citibank (collectively, the “Management Agreements”). The Qualified Person’s
acceptance of the Shares shall constitute his or her acceptance of all terms and conditions
of the Management Agreements as they apply to the Shares and, as applicable, ADRs. |
| 3. | The
Qualified Person shall receive the book-entry transfer of the Shares into the Account
for Shares. |
| Article
4 | (Treatment
of Shareholders’ Rights) |
| 1. | The
Qualified Person may exercise voting rights pertaining to the Shares and has the right to receive dividends of surplus pertaining
to the Shares at all times, including during the Transfer Restriction Period. |
| 2. | The
Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e.,
the right under which shareholders may request the company to purchase the shares held
by such shareholders at a fair price, which is set forth in Article 116, Article 182-4,
Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not
limited to, the rights set forth in Article 206-2, Paragraph 4, Article 244-2, Paragraph
5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article
833, Article 847-3 and Article 854 of the Companies Act) against the Corporation for
any reason until the Transfer Restriction is removed. |
| Article
5 | (Removal
of the Transfer Restriction) |
| 1. | The
Corporation shall remove, as of the expiration of the Transfer Restriction Period, the Transfer Restriction on all of the Shares
held by the Qualified Person, on the condition that the Qualified Person has, throughout the Transfer Restriction Period, held
one or more of his or her positions, as applicable, as a Director, a Corporate Executive Officer or any other officer at, or continued
to be an employee of, the Corporation or a Related Company of the Corporation (a “Related Company” means a “subsidiary
(kogaisha)” as defined in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods
of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such
Article; and together with the Corporation, the “Group Companies”). |
| 2. | Notwithstanding
the provisions of the preceding Paragraph, if, during the Transfer Restriction Period, the Qualified Person ceases to hold all
the positions that he or she holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable,
ceases to be an employee of, the Group Companies due to his or her death or any other justifiable reason that is approved by the
Corporation, the timing of the removal of the Transfer Restriction and the number of Shares for which the Transfer Restriction
will be removed shall be as set forth below. |
| (1) | In
the case that the Qualified Person ceases to hold all such positions due to the Qualified
Person’s death: |
| (a) | Timing
of the removal of the Transfer Restriction |
The
later of: (A) the date of the decision by the Corporation regarding the handling of the Qualified Person’s Shares upon his
or her ceasing to hold all such positions due to the Qualified Person’s death; and (B) the date that notice is made pursuant
to Article 11, Paragraph 1.
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent, and if Article 7, Paragraph
3, Item (8) applies to the Qualified Person, the number of Shares will be zero (0).
| (i) | the
Number of Shares held by the Qualified Person as of his or her death. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date of the Qualified Person’s
death by (B) 36. |
| (2) | In
the case that the Qualified Person ceases to hold all such positions due to any other
justifiable reason that is approved by of the Corporation, other than in the case of
the preceding Item: |
| (a) | Timing
of the removal of the Transfer Restriction |
As
of the first day of the month following the month in which the Qualified Person ceases to hold all such positions (provided, however,
that the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporation for the removal of the Transfer Restriction).
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent.
| (i) | the
Number of Shares held by the Qualified Person as of the date he or she ceases to hold
all such positions. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date that the Qualified Person
ceases to hold all such positions by (B) 36. |
| Article
6 | (Compliance
with the Financial Instruments and Exchange Act, Etc.) |
| 1. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which the Transfer Restriction is removed
in accordance with the preceding Article or Article 8, Paragraph 1, comply with the Financial Instruments and Exchange Act and
any other applicable laws and regulations (including, but not limited to, the applicable U.S. laws and regulations) and the Corporation’s
regulations for the prevention of insider trading. |
| 2. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
for which the Transfer Restriction is removed in accordance with the preceding Article
or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
or a designated subsidiary of the Corporation (or any other department of the Corporation
or such subsidiary of the Corporation in charge of such matters at the time), whether
there is any violation of Article 166 and/or Article 167 (provisions relating to insider
trading) of the Financial Instruments and Exchange Act. |
| 3. | In
addition to the provisions of the preceding two (2) Paragraphs, the Qualified Person shall comply with the Companies Act, the
Financial Instruments and Exchange Act and other applicable laws and regulations, and the internal regulations, etc. of the company
to which the Qualified Person belongs, in connection with the holding, sale and other disposition of the Shares. |
| Article
7 | (Events
of Acquisition without any Consideration to, or Consent of, the Qualified Person) |
| 1. | The
Corporation shall acquire, without any consideration to, or consent of, the Qualified Person, all of the Shares held by the Qualified
Person that are not subject to the removal of the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If
the Transfer Restriction on any portion of the Shares is removed pursuant to Article
5, Paragraph 2, the Corporation shall automatically acquire at the same time the Transfer
Restriction is removed and without any consideration to, or consent of, the Qualified
Person, that portion of the Shares held by the Qualified Person for which the Transfer
Restriction has not been removed. |
| 3. | If
any of the following events occur with respect to the Qualified Person during the Transfer Restriction Period, the Corporation
shall acquire all of the Shares at the same time that such event occurs and without any consideration to, or consent of, the Qualified
Person. If time is required to determine whether any of the following events has occurred with respect to the Qualified Person
during the Transfer Restriction Period, the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph
2 until the Corporation has reasonably determined that none of the following events has occurred with respect to the Qualified
Person. |
| (1) | The
Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A
petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the
Qualified Person; |
| (3) | A
petition seeking an attachment, a provisional attachment, a provisional disposition,
a compulsory execution or a public auction is filed against the Qualified Person, or
the Qualified Person receives a penalty for any default on the payment of taxes or other
public dues; |
| (4) | The
Qualified Person ceases to hold all the positions that he or she holds as a Director,
a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases
to be an employee of, the Group Companies (except for cases where the Qualified Person
ceases to hold all such positions due to his or her death or any other justifiable reason
that is approved by the Corporation); |
| (5) | In
the event that the Corporation deems that the Qualified Person has (a) violated the Sony
Group Code of Conduct or any other written policy of the Group Companies applicable to
the Qualified Person, or has otherwise breached a duty of loyalty owed by the Qualified
Person to the Group Companies, (b) breached the terms of any engagement or employment
agreement with the Group Companies applicable to the Qualified Person or (c) taken or
failed to take any action that would constitute “cause” as defined in such
agreement applicable to the Qualified Person; |
| (6) | The
Corporation determines that the Qualified Person is in violation of a provision of this
Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same
shall apply hereinafter); |
| (7) | The
Qualified Person assumes the position of an officer, employee or consultant of, or other
similar service-provider to, a company that is deemed by the Corporation to have a competitive
relationship with the Group Companies (except for cases where the Qualified Person obtains
the prior written approval of the Corporation); or |
| (8) | One
(1) month has passed after the Qualified Person’s death without any notification
and notice being made or given to the Corporation pursuant to Article 11, Paragraph 1
by the Qualified Person’s spouse, estate or by a person who has acquired the right
to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
| Article
8 | (Treatment
of Shares in Case of Organizational Restructuring) |
| 1. | During
the Transfer Restriction Period, if any of the matters set forth in the following Items is approved at a General Meeting of Shareholders
of the Corporation (provided, however, that if an approval at a General Meeting of Shareholders of the Corporation is not required,
then the approval by the Board of Directors of the Corporation) (provided, further, that it shall be limited to the case where
the date prescribed in each Item below (the “Organizational Restructuring Effective Date”) is prior to the expiration
of the Transfer Restriction Period), pursuant to the decision of the Representative Corporate Executive Officer of the Corporation,
the Transfer Restriction shall be removed at the time immediately prior to the business day preceding the Organizational Restructuring
Effective Date, with respect to such number of Shares as calculated based on Paragraph 2 (the “Number of Shares Subject
to Removal Pursuant to Organizational Restructuring”), in respect of those Shares held by the Qualified Person as of the
date of the relevant approval (the “Organizational Restructuring Approval Date”). |
| (1) | Merger
agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type
company split agreement or incorporation-type company split plan under which the Corporation
will become the splitting company (limited to the case where, as of the effective date
of the company split, the Corporation delivers to the shareholders of the Corporation
all or a part of the consideration for the split that is to be paid in the relevant company
split): the effective date of the company split; |
| (3) | Share
exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share
consolidation (limited to the case where the relevant share consolidation results in
the Qualified Person holding only a fractional share of less than one (1) share): the
effective date of the share consolidation; |
| (5) | Acquisition
of all shares of common stock of the Corporation, to be conducted by attaching the class-wide
call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the
shares of common stock of the Corporation: the acquisition date that is prescribed in
Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand
for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies
Act): the acquisition date that is prescribed in Article 179-2, Paragraph 1, Item 5 of
the Companies Act. |
| 2. | The
Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be
the number set forth in the following Item (1) multiplied by the number set forth in
the following Item (2) (any fractional unit (where one unit equals 100 shares) shall
be rounded down to the nearest unit (100 shares)); however, the Corporation may adjust
the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within
a reasonable extent. |
| (1) | The
Number of Shares held by the Qualified Person as of the Organizational Restructuring
Approval Date. |
| (2) | The
number of months in the period from (i) the month including the Payment Date to (ii)
the month including the Organizational Restructuring Approval Date, divided by 36. |
| 3. | In
the case provided in Paragraph 1, the Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares that are held by the Qualified
Person and in respect of which the Transfer Restriction has not been removed as of the
business day preceding the Organizational Restructuring Effective Date. |
| Article
9 | (Waiver
of Right to Make Claim for Damages) |
To
the extent permitted by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the
Corporation and the directors and officers of the Corporation in relation to the Shares, including loss of compensation, the addition
of profits or claims for damages.
| Article
10 | (Notifications
of Address and Contact Address in Japan, Etc.) |
| 1. | During
the Transfer Restriction Period, if the Qualified Person moves from the address of the
Qualified Person set forth on the signature page at the end of this Agreement, the Qualified
Person must notify the Corporation, in the manner provided in Article 12, Paragraph 2,
of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the
Shares, and in respect of which the Corporation requests the Qualified Person to give
notice. |
| 2. | If
the Qualified Person fails to make the notification in the preceding Paragraph, the last
address that the Qualified Person has notified to the Corporation (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set
forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person. |
| Article
11 | (Treatment
in Case of Death of Qualified Person) |
| 1. | In
the case that the Qualified Person dies during the Transfer Restriction Period, the heir(s) of such Qualified Person must notify
the Corporation, in the manner provided in Article 12, Paragraph 2, of the name(s) and address(es) of such heir(s) as soon as
reasonably practicable, but in no event later than one (1) month after the death of the Qualified Person. In addition, the heir(s)
of the Qualified Person must give notice to the Corporation of other matters which the Corporation judges to be necessary in connection
with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified Person to give notice. |
| 2. | If
the heir(s) of the Qualified Person fail(s) to make the notifications in the preceding Paragraph, the last address in respect
of which the Qualified Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of
this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person. |
| 3. | The
heir(s) of the Qualified Person must comply with this Agreement, the Detailed Regulations and other provisions concerning the
Shares. |
| Article
12 | (Method
of Indication of Intention and Notice) |
| 1. | All
indications of intention and notices given by the Corporation to the Qualified Person (including the heir(s) of the Qualified
Person) under this Agreement and the Detailed Regulations shall be made in any of the following manners (provided, however, that
all indications of intention and notices given by the Corporation to the heir(s) of the Qualified Person under this Agreement
and the Detailed Regulations shall be made by the manner of Item (1) if such heir(s) of the Qualified Person is/are not employed
by or affiliated with the Group Companies.): |
| (1) | Delivery
of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have
been any changes thereto, to the address(es) set forth in Article 10 or Article 11; |
| (2) | Delivery
of documents to the Qualified Person (including the heir(s) of the Qualified Person)
at his or her department in the Group Companies or delivery by e-mail to the e-mail address
of the Qualified Person (including the heir(s) of the Qualified Person) at the Group
Companies; or |
| (3) | Giving
notice on a web site of the Group Companies. |
| 2. | All
indications of intention and notices given by the Qualified Person (including the heir(s)
of the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations
shall be made in writing to the Group HR Department of the Corporation or otherwise made
in the manner designated by the Corporation. |
| Article
13 | (Treatment
of Personal Information) |
The
Corporation may use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained
from the Qualified Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry
as provided in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the
heir(s) of the Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and
the Detailed Regulations. Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that
the Corporation may entrust these tasks to third party service providers acting as broker/dealers and/or record keepers, securities
companies and the share registry administrator (the “Contractors”), and accordingly the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information, for the purpose of administering the restricted stock compensation plan
of the Corporation. The information provided in this Article 13 is supplemental to the information set out in your Corporation’s
employee privacy policy as in effect from time to time.
| Article
14 | (Right
to Establish Detailed Regulations) |
| 1. | For
the purpose of stipulating matters concerning the implementation of this Agreement and any other details of the restricted stock
compensation plan, the Corporation may establish, amend and abolish the “Detailed Regulations for Restricted Stock Compensation”
(the “Detailed Regulations”), and the Qualified Person shall comply with the Detailed Regulations, as amended. Any
establishment, amendment or abolishment of the Detailed Regulations shall be conducted by way of a decision by the Corporation. |
| 2. | If
the Corporation establishes, amends or abolishes the Detailed Regulations in accordance
with the preceding Paragraph, the Corporation must immediately notify the Qualified Person
thereof. |
| 3. | Notwithstanding
the provisions of Article 12, the notification in the preceding Paragraph may be conducted
by the Corporation by transmitting the communication documents to the Corporation’s
internal homepage and posting the required matters thereon (provided, however, that this
Paragraph shall not apply to the heir(s) of the Qualified Person who is not employed
by or affiliated with the Group Companies.). |
| Article
15 | (Amendment
of Agreement) |
| 1. | If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other relevant laws or regulations, or if this Agreement ceases to be in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, by giving
notice to the Qualified Person, prescribe, amend or abolish any necessary provisions. |
| 2. | In
addition to the case described in the preceding Paragraph, when the Corporation finds
it necessary, the Corporation may propose an amendment to this Agreement to the Qualified
Person. |
| 3. | If,
within two (2) weeks after the Qualified Person receives the proposal mentioned in the
preceding Paragraph, the Qualified Person does not make any objection to the Corporation
in writing together with justifiable reasons, this Agreement shall be deemed to have
been amended in accordance with the proposal made by the Corporation. |
| 4. | In
addition to the cases provided in each of the preceding Paragraphs, this Agreement may
be amended through an agreement made by and between the Corporation and the Qualified
Person. |
| Article
16 | (Tax
Treatment) |
| 1. | The
Qualified Person shall pay, at his or her own expense, any income tax imposed on him/her and any other taxes and governmental
charges as well as costs, which arise as a result of the Disposal of Treasury Shares, the holding of the Shares, the removal of
the Transfer Restrictions of the Shares, or the disposal, etc. of the Shares, including the sale thereof. |
| 2. | Unless
otherwise provided in Section 2(a) of Exhibit 4, if any Group Company has a statutory
withholding obligation in connection with the procedure set forth in the preceding Paragraph,
the Qualified Person shall, upon demand by the applicable Group Company, transfer an
amount equal to the amount of the withholding tax to the bank account designated by the
applicable Group Company and by the date designated by the applicable Group Company.
Each Qualified Person in the U.S. shall review Section 2 of Exhibit 4 and decide whether
he or she would like to make a Sell to Cover Election as set forth in Section 2(a) of
Exhibit 4. |
| Article
17 | (Treatment
in Cases of Stock Split, Share Consolidation, Etc.) |
During
the Transfer Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires
shares of the Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case
where, during the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation
to the shares of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same
shall apply, with respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation
to the shares of common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions
of this Agreement shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
| Article
18 | (Treatment
in Cases of Acquisitions of Shares without any Consideration to, or Consent of, the Qualified Person) |
| 1. | If
the Corporation removes the Transfer Restriction or conducts an acquisition without any consideration to, or consent of, the Qualified
Person pursuant to the provisions of this Agreement, the Corporation shall provide the Qualified Person with written notice in
advance in the form set forth in Exhibit 3 in respect of (i) the date on which the Transfer Restriction will be removed and the
number of shares for which the Transfer Restriction will be removed or (ii) the date on which the acquisition without any consideration
to, or consent of, the Qualified Person will be conducted and the number of shares to be acquired without any consideration to,
or consent of, the Qualified Person by the Corporation. |
| 2. | If
the Corporation performs the procedures in relation to the Shares pursuant to the provisions of this Agreement, the Corporation
may, at its own discretion and on behalf of and in the name of the Qualified Person, perform the procedures required by laws and
ordinances or regulations pursuant to the provisions of this Agreement, including, but not limited to, making book-entries for
the book-entry transfer that shall be implemented under the Act on Book Entry of Corporate Bonds and Shares, and the Qualified
Person shall not raise any objections thereto. |
| Article
19 | (Issuance
of American Depositary Receipts) |
| 1. | As
long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”), which represent shares of
common stock of the Corporation in the United States, on a stock exchange in the United States, the Qualified Person agrees to
generally receive ADRs in lieu of the Shares. |
| 2. | The
Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares”
shall also be deemed to include “ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement
or unless the context otherwise requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any
acquisition without any consideration to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the
provisions concerning the Transfer Restriction and the acquisition without any consideration to, or consent of, the Qualified
Person of the Shares under this Agreement, and in the same manner as those conducted in respect of the Shares. |
| 3. | If
the Corporation determines to delist ADRs from a stock exchange in the United States,
the Corporation may acquire, without any consideration to, or consent of, the Qualified
Person, all of the ADRs in respect of which the Transfer Restriction has not been removed
as of the date on which such determination is made, and deliver to the Qualified Person
the Shares which are represented by ADRs acquired and on which the Transfer Restriction
is imposed, and the Qualified Person shall not raise any objections to such handling. |
| Article
20 | (Treatment
of Matters Not Provided for in this Agreement) |
The
Qualified Person shall comply with this Agreement including the additional terms provided in Exhibit 4, the Detailed Regulations
and other provisions concerning the Shares. With respect to matters that are not provided for in this Agreement, such matters
shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified
Person rejects such consultation or in the event that such consultation fails to establish an agreement, such matters shall be
reasonably decided by the Corporation.
| Article
21 | (Governing
Law) |
This
Agreement, the Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance
with the laws of Japan.
The
Corporation and the Qualified Person agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance
over any and all disputes that may arise in relation to this Agreement, the Detailed Regulations and other provisions concerning
the Shares.
IN
WITNESS WHEREOF, (i) by signing or affixing their seals thereto, the Corporation and the Qualified Person have caused this Agreement
to be executed in duplicate and each party shall retain one (1) original or (ii) by providing electronic signatures thereto, the
Corporation and the Qualified Person have caused this Agreement to be executed and each party shall retain the electronic record.
Each party confirms that this Agreement has been executed as of July 13, 2023.
July
13, 2023
|
(Corporation) |
Address: |
1-7-1 Konan, Minato-ku, Tokyo |
|
|
Name: |
Sony Group Corporation |
|
|
|
Representative Corporate Executive Officer |
|
|
|
Kenichiro Yoshida |
|
|
|
|
|
(Qualified Person) |
Address: |
[Address of the Qualified Person] |
|
|
Name: |
[Name of the Qualified Person] |
| Exhibit
1 | Matters
to be notified pursuant to Article 203, Paragraph 1 of the Companies Act |
| (1) | Trade
name:
Sony Group Corporation |
| (2) | Total
number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number
of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details
of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder
Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions
of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
(i)
Upon convening a general meeting of shareholders, the Corporation shall take measures to electronically provide information that
constitutes the content of the reference materials for the general meeting of shareholders, etc.
(ii)
Among the matters to be provided electronically, the Corporation may exclude all or some of the matters provided by the Ordinances
of the Ministry of Justice from documents to be delivered to shareholders who have made a request for the delivery of documents
by the record date of the voting rights.
| (7) | Indication
pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.
| Exhibit
2 | Account
for Shares |
[●]
Exhibit
3
Notice
[MM
DD], [YY]
To
[Name of the Qualified Person]
| 1-7-1
Konan, Minato-ku, Tokyo
Sony
Group Corporation
Representative
Corporate Executive Officer
Kenichiro
Yoshida |
Pursuant
to Article 18, Paragraph 1 of the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by
and between the Corporation and [name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding
the shares of restricted stock of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified
Person of [the removal of the Transfer Restriction and the number of shares to be acquired without any consideration to, or consent
of, the Qualified Person], as follows. Unless the context otherwise requires, terms used in this Notice that are not otherwise
defined herein shall have the same meanings as those ascribed to them in the Agreement.
[Date
on which the Transfer Restriction will be removed] |
[MM
DD], [YY] |
[Number
of shares for which the Transfer Restriction
will be removed] |
[●]
shares |
[Date
on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM
DD], [YY] |
[Number
of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●]
shares |
| Exhibit
4 | Additional
terms for Qualified Persons in the U.S. |
For
purposes of determining any income tax imposed on the Qualified Person, unless otherwise determined by the Corporation, fair market
value shall be (i) the closing price of the Corporation’s American Depositary Receipts on the New York Stock Exchange (“NYSE”)
as of the expiration of the Transfer Restriction Period or (ii) to the extent the expiration of the Transfer Restriction Period
is not a trading day on the NYSE, the closing price of the Corporation’s American Depositary Receipts on the last trading
day immediately preceding the expiration of the Transfer Restriction Period. In the event that the American Depositary Receipts
cease to trade on the NYSE, fair market value shall be as determined by the Corporation in its sole discretion.
| a. | Sell
to Cover Election ☐ Yes / ☐ No |
| b. | If
the Qualified Person makes a Sell to Cover Election by checking the “Yes”
box in Section 2(a), to the greatest extent permitted under the Agreement and applicable
U.S. laws and regulations, the Qualified Person authorizes and directs (i) the applicable
Group Company to provide for the sale of Shares following the removal of the Transfer
Restrictions in an amount sufficient to satisfy the applicable Group Company’s
statutory withholding obligations, (ii) the remittance of the cash proceeds of such sale
to the applicable Group Company and (iii) the applicable Group Company’s payment
of such cash proceeds to the appropriate taxing authorities in an amount equal to the
applicable Group Company’s statutory withholding obligations. It is the intent
of the Group Companies and of the Qualified Person that the Sell to Cover Election and
the sale of Shares pursuant to such election comply with the requirements of Rule 10b5-1(c)(1)(i)(B)
and Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934, as amended,
and be interpreted to comply with such requirements. If the Qualified Person makes a
Sell to Cover Election by checking the “Yes” box in Section 2(a), such election
shall be irrevocable. |
| c. | If
the Qualified Person makes a Sell to Cover Election by checking the “Yes”
box in Section 2(a), such Sell to Cover Election shall not be effective until any applicable
“cooling-off period” specified in Rule 10b5-1(c)(ii)(B) has passed. |
| d. | If
the Qualified Person does not make a Sell to Cover Election by checking the “Yes”
box in Section 2(a), the Qualified Person’s tax withholding will be governed by
Section 16 of the Agreement. Any sale of Shares following the removal of the Transfer
Restrictions, other than pursuant to the Sell to Cover Election in Section 2(a) or a
10b5-1 plan, will be subject to the Corporation’s insider trading rules. |
End
of Document
Sony Group Kabushiki Kaisha S-8
Exhibit 4.5
Allotment
Agreement for Shares of Restricted Stock
Sony
Group Corporation (the “Corporation”) and [the name of person to whom shares will be granted] (the “Qualified
Person”) enter into this Allotment Agreement for Shares of Restricted Stock (this “Agreement”) as of July 13,
2023, as follows, in connection with (i) the allotment of the shares of common stock of the Corporation to be granted to the Qualified
Person by the Corporation pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on
June 29, 2023, which is based on the delegation by the Board of Directors of the Corporation, and (ii) the management of the account
for such shares treated as restricted stock. This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification
set forth in Article 203, Paragraph 1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies
Act and the notification set forth in Article 204, Paragraph 3 of the Companies Act. This Agreement does not create a contract
or guarantee of continued employment, nor does it form part of the employment agreement, if any, between the Corporation and the
Qualified Person.
| Article
1 | (Purpose
of this Agreement) |
The
purpose of granting shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the
restricted stock compensation plan of the Corporation is to (i) further promote shared values between the shareholders, on the
one hand, and the directors, officers and employees of its subsidiaries (including the Qualified Person), on the other hand, and
(ii) give an incentive to such directors, officers and employees to enhance the mid- to long-term business performance of the
Corporation and its corporate value.
| Article
2 | (Disposal
of Treasury Shares) |
| 1. | The
Corporation shall grant 385,000 shares of common stock of the Corporation by the disposal of treasury shares (the “Disposal
of Treasury Shares”) in accordance with the following terms, and the Qualified Person shall subscribe for [●] shares
(the “Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”)
out of the said shares. |
| (1) | Class
and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method
of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount
to be paid for each Offered Share |
13,160
yen per share
| (4) | Total
amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance
and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen),
monetary compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of
monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen)
July
14, 2023 (the “Payment Date”)
| 2. | The
Qualified Person hereby agrees to immediately pay, on the Payment Date, the monetary compensation receivables to the Corporation
in the amount obtained by multiplying (i) the Number of Shares to be subscribed for by the Qualified Person pursuant to the main
clause of the preceding Paragraph by (ii) the amount of monetary compensation receivables that will be contributed per share for
the Offered Shares, which is set forth in Item (5) of the preceding Paragraph; and the Corporation hereby approves payment by
way of such contribution. |
Article 3 |
(Restriction on Transfer of the Shares) |
| 1. | Except
as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2026 (the “Transfer Restriction Period”), the Qualified Person
shall not transfer, create any security interest on or otherwise dispose of the Shares
(the “Transfer Restriction”). For the avoidance of doubt, in no case shall
a person’s receipt of the Shares by bequest or inheritance violate this Article. |
| 2. | In
order to ensure compliance with the Transfer Restriction, during the Transfer Restriction
Period (subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person
will be managed by MUFG Bank, Ltd. using a dedicated account for the Shares (the “Account
for Shares”) in the name of Citibank, NA. (“Citibank”), which is set
forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed
by Citibank. In connection with the aforesaid management of ADRs, the Corporation has
entered into that certain Amended and Restated Deposit Agreement, dated as of October
15, 2014, as amended and supplemented from time to time, by and among the Corporation,
Citibank, and all holders and beneficial owners of American Depository Shares thereunder,
and has entered into that certain Sony Corporation Restricted ADS Agreement, dated as
of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation
and Citibank (collectively, the “Management Agreements”). The Qualified Person’s
acceptance of the Shares shall constitute his or her acceptance of all terms and conditions
of the Management Agreements as they apply to the Shares and, as applicable, ADRs. |
| 3. | The
Qualified Person shall receive the book-entry transfer of the Shares into the Account
for Shares. |
Article 4 |
(Treatment of Shareholders’ Rights) |
| 1. | The
Qualified Person may exercise voting rights pertaining to the Shares and has the right to receive dividends of surplus pertaining
to the Shares at all times, including during the Transfer Restriction Period. |
| 2. | The
Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e.,
the right under which shareholders may request the company to purchase the shares held
by such shareholders at a fair price, which is set forth in Article 116, Article 182-4,
Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not
limited to, the rights set forth in Article 206-2, Paragraph 4, Article 244-2, Paragraph
5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article
833, Article 847-3 and Article 854 of the Companies Act) against the Corporation for
any reason until the Transfer Restriction is removed. |
Article 5 |
(Removal of the Transfer Restriction) |
| 1. | The
Corporation shall remove, as of the expiration of the Transfer Restriction Period, the Transfer Restriction on all of the Shares
held by the Qualified Person, on the condition that the Qualified Person has, throughout the Transfer Restriction Period, held
one or more of his or her positions, as applicable, as a Director, a Corporate Executive Officer or any other officer at, or continued
to be an employee of, the Corporation or a Related Company of the Corporation (a “Related Company” means a “subsidiary
(kogaisha)” as defined in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods
of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such
Article; and together with the Corporation, the “Group Companies”). |
| 2. | Notwithstanding
the provisions of the preceding Paragraph, if, during the Transfer Restriction Period, the Qualified Person ceases to hold all
the positions that he or she holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable,
ceases to be an employee of, the Group Companies due to his or her death or any other justifiable reason that is approved by the
Corporation, the timing of the removal of the Transfer Restriction and the number of Shares for which the Transfer Restriction
will be removed shall be as set forth below. |
| (1) | In
the case that the Qualified Person ceases to hold all such positions due to the Qualified
Person’s death: |
| (a) | Timing
of the removal of the Transfer Restriction |
The
later of: (A) the date of the decision by the Corporation regarding the handling of the Qualified Person’s Shares upon his
or her ceasing to hold all such positions due to the Qualified Person’s death; and (B) the date that notice is made pursuant
to Article 11, Paragraph 1.
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent, and if Article 7, Paragraph
3, Item (8) applies to the Qualified Person, the number of Shares will be zero (0).
| (i) | the
Number of Shares held by the Qualified Person as of his or her death. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date of the Qualified Person’s
death by (B) 36. |
| (2) | In
the case that the Qualified Person ceases to hold all such positions due to any other
justifiable reason that is approved by of the Corporation, other than in the case of
the preceding Item: |
| (a) | Timing
of the removal of the Transfer Restriction |
As
of the first day of the month following the month in which the Qualified Person ceases to hold all such positions (provided, however,
that the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporation for the removal of the Transfer Restriction).
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent.
| (i) | the
Number of Shares held by the Qualified Person as of the date he or she ceases to hold
all such positions. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date that the Qualified Person
ceases to hold all such positions by (B) 36. |
Article 6 |
(Compliance with the Financial Instruments and Exchange
Act, Etc.) |
| 1. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which the Transfer Restriction is removed
in accordance with the preceding Article or Article 8, Paragraph 1, comply with the Financial Instruments and Exchange Act and
any other applicable laws and regulations (including, but not limited to, the applicable U.S. laws and regulations) and the Corporation’s
regulations for the prevention of insider trading. |
| 2. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
for which the Transfer Restriction is removed in accordance with the preceding Article
or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
or a designated subsidiary of the Corporation (or any other department of the Corporation
or such subsidiary of the Corporation in charge of such matters at the time), whether
there is any violation of Article 166 and/or Article 167 (provisions relating to insider
trading) of the Financial Instruments and Exchange Act. |
| 3. | In
addition to the provisions of the preceding two (2) Paragraphs, the Qualified Person shall comply with the Companies Act, the
Financial Instruments and Exchange Act and other applicable laws and regulations, and the internal regulations, etc. of the company
to which the Qualified Person belongs, in connection with the holding, sale and other disposition of the Shares. |
Article 7 |
(Events of Acquisition without any Consideration to,
or Consent of, the Qualified Person) |
| 1. | The
Corporation shall acquire, without any consideration to, or consent of, the Qualified Person, all of the Shares held by the Qualified
Person that are not subject to the removal of the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If
the Transfer Restriction on any portion of the Shares is removed pursuant to Article
5, Paragraph 2, the Corporation shall automatically acquire at the same time the Transfer
Restriction is removed and without any consideration to, or consent of, the Qualified
Person, that portion of the Shares held by the Qualified Person for which the Transfer
Restriction has not been removed. |
| 3. | If
any of the following events occur with respect to the Qualified Person during the Transfer Restriction Period, the Corporation
shall acquire all of the Shares at the same time that such event occurs and without any consideration to, or consent of, the Qualified
Person. If time is required to determine whether any of the following events has occurred with respect to the Qualified Person
during the Transfer Restriction Period, the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph
2 until the Corporation has reasonably determined that none of the following events has occurred with respect to the Qualified
Person. |
| (1) | The
Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A
petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the
Qualified Person; |
| (3) | A
petition seeking an attachment, a provisional attachment, a provisional disposition,
a compulsory execution or a public auction is filed against the Qualified Person, or
the Qualified Person receives a penalty for any default on the payment of taxes or other
public dues; |
| (4) | The
Qualified Person ceases to hold all the positions that he or she holds as a Director,
a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases
to be an employee of, the Group Companies (except for cases where the Qualified Person
ceases to hold all such positions due to his or her death or any other justifiable reason
that is approved by the Corporation); |
| (5) | In
the event that the Corporation deems that the Qualified Person has (a) violated the Sony
Group Code of Conduct or any other written policy of the Group Companies applicable to
the Qualified Person, or has otherwise breached a duty of loyalty owed by the Qualified
Person to the Group Companies, (b) breached the terms of any engagement or employment
agreement with the Group Companies applicable to the Qualified Person or (c) taken or
failed to take any action that would constitute “cause” as defined in such
agreement applicable to the Qualified Person; |
| (6) | The
Corporation determines that the Qualified Person is in violation of a provision of this
Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same
shall apply hereinafter); |
| (7) | The
Qualified Person assumes the position of an officer, employee or consultant of, or other
similar service-provider to, a company that is deemed by the Corporation to have a competitive
relationship with the Group Companies (except for cases where the Qualified Person obtains
the prior written approval of the Corporation); or |
| (8) | One
(1) month has passed after the Qualified Person’s death without any notification
and notice being made or given to the Corporation pursuant to Article 11, Paragraph 1
by the Qualified Person’s spouse, estate or by a person who has acquired the right
to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
Article 8 |
(Treatment of Shares in Case of Organizational Restructuring) |
| 1. | During
the Transfer Restriction Period, if any of the matters set forth in the following Items is approved at a General Meeting of Shareholders
of the Corporation (provided, however, that if an approval at a General Meeting of Shareholders of the Corporation is not required,
then the approval by the Board of Directors of the Corporation) (provided, further, that it shall be limited to the case where
the date prescribed in each Item below (the “Organizational Restructuring Effective Date”) is prior to the expiration
of the Transfer Restriction Period), pursuant to the decision of the Representative Corporate Executive Officer of the Corporation,
the Transfer Restriction shall be removed at the time immediately prior to the business day preceding the Organizational Restructuring
Effective Date, with respect to such number of Shares as calculated based on Paragraph 2 (the “Number of Shares Subject
to Removal Pursuant to Organizational Restructuring”), in respect of those Shares held by the Qualified Person as of the
date of the relevant approval (the “Organizational Restructuring Approval Date”). |
| (1) | Merger
agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type
company split agreement or incorporation-type company split plan under which the Corporation
will become the splitting company (limited to the case where, as of the effective date
of the company split, the Corporation delivers to the shareholders of the Corporation
all or a part of the consideration for the split that is to be paid in the relevant company
split): the effective date of the company split; |
| (3) | Share
exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share
consolidation (limited to the case where the relevant share consolidation results in
the Qualified Person holding only a fractional share of less than one (1) share): the
effective date of the share consolidation; |
| (5) | Acquisition
of all shares of common stock of the Corporation, to be conducted by attaching the class-wide
call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the
shares of common stock of the Corporation: the acquisition date that is prescribed in
Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand
for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies
Act): the acquisition date that is prescribed in Article 179-2, Paragraph 1, Item 5 of
the Companies Act. |
| 2. | The
Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be
the number set forth in the following Item (1) multiplied by the number set forth in
the following Item (2) (any fractional unit (where one unit equals 100 shares) shall
be rounded down to the nearest unit (100 shares)); however, the Corporation may adjust
the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within
a reasonable extent. |
| (1) | The
Number of Shares held by the Qualified Person as of the Organizational Restructuring
Approval Date. |
| (2) | The
number of months in the period from (i) the month including the Payment Date to (ii)
the month including the Organizational Restructuring Approval Date, divided by 36. |
| 3. | In
the case provided in Paragraph 1, the Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares that are held by the Qualified
Person and in respect of which the Transfer Restriction has not been removed as of the
business day preceding the Organizational Restructuring Effective Date. |
Article 9 |
(Waiver of Right to Make Claim for Damages) |
To
the extent permitted by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the
Corporation and the directors and officers of the Corporation in relation to the Shares, including loss of compensation, the addition
of profits or claims for damages.
Article 10 |
(Notifications of Address and Contact Address in Japan,
Etc.) |
| 1. | During
the Transfer Restriction Period, if the Qualified Person moves from the address of the
Qualified Person set forth on the signature page at the end of this Agreement, the Qualified
Person must notify the Corporation, in the manner provided in Article 12, Paragraph 2,
of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the
Shares, and in respect of which the Corporation requests the Qualified Person to give
notice. |
| 2. | If
the Qualified Person fails to make the notification in the preceding Paragraph, the last
address that the Qualified Person has notified to the Corporation (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set
forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person. |
Article 11 |
(Treatment in Case of Death of Qualified Person) |
| 1. | In
the case that the Qualified Person dies during the Transfer Restriction Period, the heir(s) of such Qualified Person must notify
the Corporation, in the manner provided in Article 12, Paragraph 2, of the name(s) and address(es) of such heir(s) as soon as
reasonably practicable, but in no event later than one (1) month after the death of the Qualified Person. In addition, the heir(s)
of the Qualified Person must give notice to the Corporation of other matters which the Corporation judges to be necessary in connection
with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified Person to give notice. |
| 2. | If
the heir(s) of the Qualified Person fail(s) to make the notifications in the preceding Paragraph, the last address in respect
of which the Qualified Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of
this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person. |
| 3. | The
heir(s) of the Qualified Person must comply with this Agreement, the Detailed Regulations and other provisions concerning the
Shares. |
Article 12 |
(Method of Indication of Intention and Notice) |
| 1. | All
indications of intention and notices given by the Corporation to the Qualified Person (including the heir(s) of the Qualified
Person) under this Agreement and the Detailed Regulations shall be made in any of the following manners (provided, however, that
all indications of intention and notices given by the Corporation to the heir(s) of the Qualified Person under this Agreement
and the Detailed Regulations shall be made by the manner of Item (1) if such heir(s) of the Qualified Person is/are not employed
by or affiliated with the Group Companies.): |
| (1) | Delivery
of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have
been any changes thereto, to the address(es) set forth in Article 10 or Article 11; |
| (2) | Delivery
of documents to the Qualified Person (including the heir(s) of the Qualified Person)
at his or her department in the Group Companies or delivery by e-mail to the e-mail address
of the Qualified Person (including the heir(s) of the Qualified Person) at the Group
Companies; or |
| (3) | Giving
notice on a web site of the Group Companies. |
| 2. | All
indications of intention and notices given by the Qualified Person (including the heir(s)
of the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations
shall be made in writing to the Group HR Department of the Corporation or otherwise made
in the manner designated by the Corporation. |
Article 13 |
(Treatment of Personal Information) |
The
Corporation may use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained
from the Qualified Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry
as provided in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the
heir(s) of the Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and
the Detailed Regulations. Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that
the Corporation may entrust these tasks to third party service providers acting as broker/dealers and/or record keepers, securities
companies and the share registry administrator (the “Contractors”), and accordingly the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information, for the purpose of administering the restricted stock compensation plan
of the Corporation. The information provided in this Article 13 is supplemental to the information set out in your Corporation’s
employee privacy policy as in effect from time to time.
Article 14 |
(Right to Establish Detailed Regulations) |
| 1. | For
the purpose of stipulating matters concerning the implementation of this Agreement and any other details of the restricted stock
compensation plan, the Corporation may establish, amend and abolish the “Detailed Regulations for Restricted Stock Compensation”
(the “Detailed Regulations”), and the Qualified Person shall comply with the Detailed Regulations, as amended. Any
establishment, amendment or abolishment of the Detailed Regulations shall be conducted by way of a decision by the Corporation. |
| 2. | If
the Corporation establishes, amends or abolishes the Detailed Regulations in accordance
with the preceding Paragraph, the Corporation must immediately notify the Qualified Person
thereof. |
| 3. | Notwithstanding
the provisions of Article 12, the notification in the preceding Paragraph may be conducted
by the Corporation by transmitting the communication documents to the Corporation’s
internal homepage and posting the required matters thereon (provided, however, that this
Paragraph shall not apply to the heir(s) of the Qualified Person who is not employed
by or affiliated with the Group Companies.). |
Article 15 |
(Amendment of Agreement) |
| 1. | If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other relevant laws or regulations, or if this Agreement ceases to be in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, by giving
notice to the Qualified Person, prescribe, amend or abolish any necessary provisions. |
| 2. | In
addition to the case described in the preceding Paragraph, when the Corporation finds
it necessary, the Corporation may propose an amendment to this Agreement to the Qualified
Person. |
| 3. | If,
within two (2) weeks after the Qualified Person receives the proposal mentioned in the
preceding Paragraph, the Qualified Person does not make any objection to the Corporation
in writing together with justifiable reasons, this Agreement shall be deemed to have
been amended in accordance with the proposal made by the Corporation. |
| 4. | In
addition to the cases provided in each of the preceding Paragraphs, this Agreement may
be amended through an agreement made by and between the Corporation and the Qualified
Person. |
Article 16 |
(Tax Treatment) |
| 1. | The
Qualified Person shall pay, at his or her own expense, any income tax imposed on him/her and any other taxes and governmental
charges as well as costs, which arise as a result of the Disposal of Treasury Shares, the holding of the Shares, the removal of
the Transfer Restrictions of the Shares, or the disposal, etc. of the Shares, including the sale thereof. |
| 2. | Unless
otherwise provided in Section 2(a) of Exhibit 4, if any Group Company has a statutory
withholding obligation in connection with the procedure set forth in the preceding Paragraph,
the Qualified Person shall, upon demand by the applicable Group Company, transfer an
amount equal to the amount of the withholding tax to the bank account designated by the
applicable Group Company and by the date designated by the applicable Group Company.
Each Qualified Person in the U.S. shall review Section 2 of Exhibit 4 and decide whether
he or she would like to make a Sell to Cover Election as set forth in Section 2(a) of
Exhibit 4. |
Article 17 |
(Treatment in Cases of Stock Split, Share Consolidation,
Etc.) |
During
the Transfer Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires
shares of the Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case
where, during the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation
to the shares of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same
shall apply, with respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation
to the shares of common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions
of this Agreement shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
Article 18 |
(Treatment in Cases of Acquisitions of Shares without
any Consideration to, or Consent of, the Qualified Person) |
| 1. | If
the Corporation removes the Transfer Restriction or conducts an acquisition without any consideration to, or consent of, the Qualified
Person pursuant to the provisions of this Agreement, the Corporation shall provide the Qualified Person with written notice in
advance in the form set forth in Exhibit 3 in respect of (i) the date on which the Transfer Restriction will be removed and the
number of shares for which the Transfer Restriction will be removed or (ii) the date on which the acquisition without any consideration
to, or consent of, the Qualified Person will be conducted and the number of shares to be acquired without any consideration to,
or consent of, the Qualified Person by the Corporation. |
| 2. | If
the Corporation performs the procedures in relation to the Shares pursuant to the provisions of this Agreement, the Corporation
may, at its own discretion and on behalf of and in the name of the Qualified Person, perform the procedures required by laws and
ordinances or regulations pursuant to the provisions of this Agreement, including, but not limited to, making book-entries for
the book-entry transfer that shall be implemented under the Act on Book Entry of Corporate Bonds and Shares, and the Qualified
Person shall not raise any objections thereto. |
Article 19 |
(Issuance of American Depositary Receipts) |
| 1. | As
long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”), which represent shares of
common stock of the Corporation in the United States, on a stock exchange in the United States, the Qualified Person agrees to
generally receive ADRs in lieu of the Shares. |
| 2. | The
Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares”
shall also be deemed to include “ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement
or unless the context otherwise requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any
acquisition without any consideration to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the
provisions concerning the Transfer Restriction and the acquisition without any consideration to, or consent of, the Qualified
Person of the Shares under this Agreement, and in the same manner as those conducted in respect of the Shares. |
| 3. | If
the Corporation determines to delist ADRs from a stock exchange in the United States,
the Corporation may acquire, without any consideration to, or consent of, the Qualified
Person, all of the ADRs in respect of which the Transfer Restriction has not been removed
as of the date on which such determination is made, and deliver to the Qualified Person
the Shares which are represented by ADRs acquired and on which the Transfer Restriction
is imposed, and the Qualified Person shall not raise any objections to such handling. |
Article 20 |
(Treatment of Matters Not Provided for in this Agreement) |
The
Qualified Person shall comply with this Agreement including the additional terms provided in Exhibit 4, the Detailed Regulations
and other provisions concerning the Shares. With respect to matters that are not provided for in this Agreement, such matters
shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified
Person rejects such consultation or in the event that such consultation fails to establish an agreement, such matters shall be
reasonably decided by the Corporation.
Article 21 |
(Governing Law) |
This
Agreement, the Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance
with the laws of Japan.
Article 22 |
(Jurisdiction) |
The
Corporation and the Qualified Person agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance
over any and all disputes that may arise in relation to this Agreement, the Detailed Regulations and other provisions concerning
the Shares.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
July
13, 2023
|
(Corporation) |
Address: |
1-7-1 Konan, Minato-ku, Tokyo |
|
|
Name: |
Sony Group Corporation |
|
|
|
Representative Corporate Executive Officer |
|
|
|
Kenichiro Yoshida |
|
|
|
|
|
(Qualified Person) |
Address: |
[Address of the Qualified Person] |
|
|
Name: |
[Name of the Qualified Person] |
Exhibit
1 Matters to be notified pursuant to Article 203, Paragraph 1 of the Companies Act
| (1) | Trade
name:
Sony Group Corporation |
| (2) | Total
number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number
of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details
of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder
Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions
of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
(i)
Upon convening a general meeting of shareholders, the Corporation may take measures to electronically provide the information
of the reference documents f or the general meeting of shareholders.
(ii)
Among the matters to be provided electronically, the Corporation may exclude all or some of the matters provided by the ordinances
of the Ministry of Justice in documents to be delivered to shareholders who have made a request for the delivery of documents
by the record date of the voting rights.
| (7) | Indication
pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.
Exhibit
2 Account for Shares
[●]
Exhibit
3
Notice
[MM
DD], [YY]
To
[Name of the Qualified Person]
| 1-7-1
Konan, Minato-ku, Tokyo
Sony
Group Corporation
Representative
Corporate Executive Officer
Kenichiro
Yoshida |
Pursuant
to Article 18, Paragraph 1 of the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by
and between the Corporation and [name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding
the shares of restricted stock of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified
Person of [the removal of the Transfer Restriction and the number of shares to be acquired without any consideration to, or consent
of, the Qualified Person], as follows. Unless the context otherwise requires, terms used in this Notice that are not otherwise
defined herein shall have the same meanings as those ascribed to them in the Agreement.
[Date
on which the Transfer Restriction will be removed] |
[MM
DD], [YY] |
[Number
of shares for which the Transfer Restriction
will be removed] |
[●]
shares |
[Date
on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM
DD], [YY] |
[Number
of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●]
shares |
Exhibit
4 Additional terms for Qualified Persons in the U.S.
For
purposes of determining any income tax imposed on the Qualified Person, unless otherwise determined by the Corporation, fair market
value shall be (i) the closing price of the Corporation’s American Depositary Receipts on the New York Stock Exchange (“NYSE”)
as of the expiration of the Transfer Restriction Period or (ii) to the extent the expiration of the Transfer Restriction Period
is not a trading day on the NYSE, the closing price of the Corporation’s American Depositary Receipts on the last trading
day immediately preceding the expiration of the Transfer Restriction Period. In the event that the American Depositary Receipts
cease to trade on the NYSE, fair market value shall be as determined by the Corporation in its sole discretion.
| a. | Sell
to Cover Election ☐ Yes / ☐ No |
| b. | If
the Qualified Person makes a Sell to Cover Election by checking the “Yes”
box in Section 2(a), to the greatest extent permitted under the Agreement and applicable
U.S. laws and regulations, the Qualified Person authorizes and directs (i) the applicable
Group Company to provide for the sale of Shares following the removal of the Transfer
Restrictions in an amount sufficient to satisfy the applicable Group Company’s
statutory withholding obligations, (ii) the remittance of the cash proceeds of such sale
to the applicable Group Company and (iii) the applicable Group Company’s payment
of such cash proceeds to the appropriate taxing authorities in an amount equal to the
applicable Group Company’s statutory withholding obligations. It is the intent
of the Group Companies and of the Qualified Person that the Sell to Cover Election and
the sale of Shares pursuant to such election comply with the requirements of Rule 10b5-1(c)(1)(i)(B)
and Rule 10b5-1(c)(1)(ii)(D)(3) under the Securities Exchange Act of 1934, as amended,
and be interpreted to comply with such requirements. If the Qualified Person makes a
Sell to Cover Election by checking the “Yes” box in Section 2(a), such election
shall be irrevocable. |
| c. | If
the Qualified Person makes a Sell to Cover Election by checking the “Yes”
box in Section 2(a), such Sell to Cover Election shall not be effective until any applicable
“cooling-off period” specified in Rule 10b5-1(c)(ii)(B) has passed. |
| d. | If
the Qualified Person does not make a Sell to Cover Election by checking the “Yes”
box in Section 2(a), the Qualified Person’s tax withholding will be governed by
Section 16 of the Agreement. Any sale of Shares following the removal of the Transfer
Restrictions, other than pursuant to the Sell to Cover Election in Section 2(a) or a
10b5-1 plan, will be subject to the Corporation’s insider trading rules. |
End
of Document
Sony Group Kabushiki Kaisha S-8
Exhibit 4.6
Allotment
Agreement for Shares of Restricted Stock
Sony
Group Corporation (the “Corporation”) and [the name of person to whom shares will be granted] (the “Qualified
Person”) enter into this Allotment Agreement for Shares of Restricted Stock (this “Agreement”) as of July 13,
2023, as follows, in connection with (i) the allotment of the shares of common stock of the Corporation to be granted to the Qualified
Person by the Corporation pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on
June 29, 2023, which is based on the delegation by the Board of Directors of the Corporation, and (ii) the management of the account
for such shares treated as restricted stock. This Agreement, including Exhibit 1 and Exhibit 2, shall also function as the notification
set forth in Article 203, Paragraph 1 of the Companies Act, the application set forth in Article 203, Paragraph 2 of the Companies
Act and the notification set forth in Article 204, Paragraph 3 of the Companies Act. This Agreement does not create a contract
or guarantee of continued employment, nor does it form part of the employment agreement, if any, between the Corporation and the
Qualified Person.
Article
1 (Purpose of this Agreement)
The
purpose of granting shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the
restricted stock compensation plan of the Corporation is to (i) further promote shared values between the shareholders, on the
one hand, and the directors, officers and employees of its subsidiaries (including the Qualified Person), on the other hand, and
(ii) give an incentive to such directors, officers and employees to enhance the mid- to long-term business performance of the
Corporation and its corporate value.
Article
2 (Disposal of Treasury Shares)
1. | The
Corporation shall grant 385,000 shares of common stock of the Corporation by the disposal of treasury shares (the “Disposal
of Treasury Shares”) in accordance with the following terms, and the Qualified Person shall subscribe for [●] shares
(the “Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”)
out of the said shares. |
| (1) | Class
and number of the total shares which the Corporation shall grant to all Qualified Persons
(the “Offered Shares”) |
385,000
shares of common stock of the Corporation
| (2) | Method
of allotment of Offered Shares |
Allotment
of shares as restricted stock
| (3) | Amount
to be paid for each Offered Share |
13,160
yen per share
| (4) | Total
amount to be paid for Offered Shares |
5,066,600,000
yen
| (5) | Substance
and value of the investment assets that will be contributed in kind |
Monetary
compensation receivables payable by the Corporation that will be granted to the Outside Directors of the Corporation: 105,280,000
yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen),
monetary compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
2,171,400,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
13,160 yen), monetary compensation receivables payable by the Corporation that will be granted to the employees of the Corporation:
65,800,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160
yen), monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to directors and officers
of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such directors and officers
in relation to such monetary compensation receivables): 2,250,360,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 13,160 yen) and monetary compensation receivables payable by subsidiaries
of the Corporation that will be granted to employees of such subsidiaries (the Corporation will assume such subsidiaries’
debt obligation owed to such employees in relation to such monetary compensation receivables): 473,760,000 yen (the amount of
monetary compensation receivables that will be contributed for the Offered Shares, per share: 13,160 yen)
July
14, 2023 (the “Payment Date”)
2. | The
Qualified Person hereby agrees to immediately pay, on the Payment Date, the monetary compensation receivables to the Corporation
in the amount obtained by multiplying (i) the Number of Shares to be subscribed for by the Qualified Person pursuant to the main
clause of the preceding Paragraph by (ii) the amount of monetary compensation receivables that will be contributed per share for
the Offered Shares, which is set forth in Item (5) of the preceding Paragraph; and the Corporation hereby approves payment by
way of such contribution. |
Article
3 (Restriction on Transfer of the Shares)
| 1. | Except
as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
to July 1, 2026 (the “Transfer Restriction Period”), the Qualified Person
shall not transfer, create any security interest on or otherwise dispose of the Shares
(the “Transfer Restriction”). For the avoidance of doubt, in no case shall
a person’s receipt of the Shares by bequest or inheritance violate this Article. |
| 2. | In
order to ensure compliance with the Transfer Restriction, during the Transfer Restriction
Period (subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person
will be managed by MUFG Bank, Ltd. using a dedicated account for the Shares (the “Account
for Shares”) in the name of Citibank, NA. (“Citibank”), which is set
forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1) will be managed
by Citibank. In connection with the aforesaid management of ADRs, the Corporation has
entered into that certain Amended and Restated Deposit Agreement, dated as of October
15, 2014, as amended and supplemented from time to time, by and among the Corporation,
Citibank, and all holders and beneficial owners of American Depository Shares thereunder,
and has entered into that certain Sony Corporation Restricted ADS Agreement, dated as
of July 17, 2017, as amended and supplemented from time to time, by and between the Corporation
and Citibank (collectively, the “Management Agreements”). The Qualified Person’s
acceptance of the Shares shall constitute his or her acceptance of all terms and conditions
of the Management Agreements as they apply to the Shares and, as applicable, ADRs. |
| 3. | The
Qualified Person shall receive the book-entry transfer of the Shares into the Account
for Shares. |
Article
4 (Treatment of Shareholders’ Rights)
1. | The
Qualified Person may exercise voting rights pertaining to the Shares and has the right to receive dividends of surplus pertaining
to the Shares at all times, including during the Transfer Restriction Period. |
| 2. | The
Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e.,
the right under which shareholders may request the company to purchase the shares held
by such shareholders at a fair price, which is set forth in Article 116, Article 182-4,
Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
the Companies Act) or any other minority shareholders’ rights (including, but not
limited to, the rights set forth in Article 206-2, Paragraph 4, Article 244-2, Paragraph
5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article
833, Article 847-3 and Article 854 of the Companies Act) against the Corporation for
any reason until the Transfer Restriction is removed. |
Article
5 (Removal of the Transfer Restriction)
1. | The
Corporation shall remove, as of the expiration of the Transfer Restriction Period, the Transfer Restriction on all of the Shares
held by the Qualified Person, on the condition that the Qualified Person has, throughout the Transfer Restriction Period, held
one or more of his or her positions, as applicable, as a Director, a Corporate Executive Officer or any other officer at, or continued
to be an employee of, the Corporation or a Related Company of the Corporation (a “Related Company” means a “subsidiary
(kogaisha)” as defined in Article 8, Paragraph 3 of the Ordinance on the Terminology, Forms and Preparation Methods
of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such
Article; and together with the Corporation, the “Group Companies”). |
2. | Notwithstanding
the provisions of the preceding Paragraph, if, during the Transfer Restriction Period, the Qualified Person ceases to hold all
the positions that he or she holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable,
ceases to be an employee of, the Group Companies due to his or her death or any other justifiable reason that is approved by the
Corporation, the timing of the removal of the Transfer Restriction and the number of Shares for which the Transfer Restriction
will be removed shall be as set forth below. |
| (1) | In
the case that the Qualified Person ceases to hold all such positions due to the Qualified
Person’s death: |
| (a) | Timing
of the removal of the Transfer Restriction |
The
later of: (A) the date of the decision by the Corporation regarding the handling of the Qualified Person’s Shares upon his
or her ceasing to hold all such positions due to the Qualified Person’s death; and (B) the date that notice is made pursuant
to Article 11, Paragraph 1.
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent, and if Article 7, Paragraph
3, Item (8) applies to the Qualified Person, the number of Shares will be zero (0).
| (i) | the
Number of Shares held by the Qualified Person as of his or her death. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date of the Qualified Person’s
death by (B) 36. |
| (2) | In
the case that the Qualified Person ceases to hold all such positions due to any other
justifiable reason that is approved by of the Corporation, other than in the case of
the preceding Item: |
| (a) | Timing
of the removal of the Transfer Restriction |
As
of the first day of the month following the month in which the Qualified Person ceases to hold all such positions (provided, however,
that the Corporation may adjust the date of the removal of the Transfer Restriction within a reasonable extent from the perspective
of administrative procedures and required procedures under the applicable laws and regulations or other reasons judged as necessary
by the Corporation for the removal of the Transfer Restriction).
| (b) | Number
of Shares for which the Transfer Restriction will be removed |
The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent.
| (i) | the
Number of Shares held by the Qualified Person as of the date he or she ceases to hold
all such positions. |
| (ii) | the
amount obtained by dividing (A) the number of months in the period from (x) the month
including the Payment Date to (y) the month including the date that the Qualified Person
ceases to hold all such positions by (B) 36. |
Article
6 (Compliance with the Financial Instruments and Exchange Act, Etc.)
1. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares for which the Transfer Restriction is removed
in accordance with the preceding Article or Article 8, Paragraph 1, comply with the Financial Instruments and Exchange Act and
any other applicable laws and regulations (including, but not limited to, the applicable U.S. laws and regulations) and the Corporation’s
regulations for the prevention of insider trading. |
| 2. | The
Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
for which the Transfer Restriction is removed in accordance with the preceding Article
or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
or a designated subsidiary of the Corporation (or any other department of the Corporation
or such subsidiary of the Corporation in charge of such matters at the time), whether
there is any violation of Article 166 and/or Article 167 (provisions relating to insider
trading) of the Financial Instruments and Exchange Act. |
3. | In
addition to the provisions of the preceding two (2) Paragraphs, the Qualified Person shall comply with the Companies Act, the
Financial Instruments and Exchange Act and other applicable laws and regulations, and the internal regulations, etc. of the company
to which the Qualified Person belongs, in connection with the holding, sale and other disposition of the Shares. |
| 4. | The
company offering these rights is the Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo.
The shares which are the subject of these rights are common stock in the Corporation.
More information in relation to the Corporation including the share price can be found
at the following web address: www.sony.com. |
The
obligation to publish a prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000
(as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European
Union). The total maximum number of shares which are the subject of this offer is 385,000.
Article
7 (Events of Acquisition without any Consideration to, or Consent of, the Qualified Person)
1. | The
Corporation shall acquire, without any consideration to, or consent of, the Qualified Person, all of the Shares held by the Qualified
Person that are not subject to the removal of the Transfer Restriction as of the expiration of the Transfer Restriction Period. |
| 2. | If
the Transfer Restriction on any portion of the Shares is removed pursuant to Article
5, Paragraph 2, the Corporation shall automatically acquire at the same time the Transfer
Restriction is removed and without any consideration to, or consent of, the Qualified
Person, that portion of the Shares held by the Qualified Person for which the Transfer
Restriction has not been removed. |
3. | If
any of the following events occur with respect to the Qualified Person during the Transfer Restriction Period, the Corporation
shall acquire all of the Shares at the same time that such event occurs and without any consideration to, or consent of, the Qualified
Person. If time is required to determine whether any of the following events has occurred with respect to the Qualified Person
during the Transfer Restriction Period, the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph
2 until the Corporation has reasonably determined that none of the following events has occurred with respect to the Qualified
Person. |
| (1) | The
Qualified Person is subject to imprisonment or other serious criminal penalty; |
| (2) | A
petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
proceedings or the commencement of any other similar proceedings is filed against the
Qualified Person; |
| (3) | A
petition seeking an attachment, a provisional attachment, a provisional disposition,
a compulsory execution or a public auction is filed against the Qualified Person, or
the Qualified Person receives a penalty for any default on the payment of taxes or other
public dues; |
| (4) | The
Qualified Person ceases to hold all the positions that he or she holds as a Director,
a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases
to be an employee of, the Group Companies (except for cases where the Qualified Person
ceases to hold all such positions due to his or her death or any other justifiable reason
that is approved by the Corporation); |
| (5) | In
the event that the Corporation deems that the Qualified Person has (a) violated the Sony
Group Code of Conduct or any other written policy of the Group Companies applicable to
the Qualified Person, or has otherwise breached a duty of loyalty owed by the Qualified
Person to the Group Companies, (b) breached the terms of any engagement or employment
agreement with the Group Companies applicable to the Qualified Person or (c) taken or
failed to take any action that would constitute “cause” as defined in such
agreement applicable to the Qualified Person; |
| (6) | The
Corporation determines that the Qualified Person is in violation of a provision of this
Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the same
shall apply hereinafter); |
| (7) | The
Qualified Person assumes the position of an officer, employee or consultant of, or other
similar service-provider to, a company that is deemed by the Corporation to have a competitive
relationship with the Group Companies (except for cases where the Qualified Person obtains
the prior written approval of the Corporation); or |
| (8) | One
(1) month has passed after the Qualified Person’s death without any notification
and notice being made or given to the Corporation pursuant to Article 11, Paragraph 1
by the Qualified Person’s spouse, estate or by a person who has acquired the right
to the Shares by bequest or inheritance (who shall be referred to collectively throughout
this Agreement as the Qualified Person’s “heir(s)”). |
Article
8 (Treatment of Shares in Case of Organizational Restructuring)
1. | During
the Transfer Restriction Period, if any of the matters set forth in the following Items is approved at a General Meeting of Shareholders
of the Corporation (provided, however, that if an approval at a General Meeting of Shareholders of the Corporation is not required,
then the approval by the Board of Directors of the Corporation) (provided, further, that it shall be limited to the case where
the date prescribed in each Item below (the “Organizational Restructuring Effective Date”) is prior to the expiration
of the Transfer Restriction Period), pursuant to the decision of the Representative Corporate Executive Officer of the Corporation,
the Transfer Restriction shall be removed at the time immediately prior to the business day preceding the Organizational Restructuring
Effective Date, with respect to such number of Shares as calculated based on Paragraph 2 (the “Number of Shares Subject
to Removal Pursuant to Organizational Restructuring”), in respect of those Shares held by the Qualified Person as of the
date of the relevant approval (the “Organizational Restructuring Approval Date”). |
| (1) | Merger
agreement under which the Corporation will become the dissolving company: the effective
date of the merger; |
| (2) | Absorption-type
company split agreement or incorporation-type company split plan under which the Corporation
will become the splitting company (limited to the case where, as of the effective date
of the company split, the Corporation delivers to the shareholders of the Corporation
all or a part of the consideration for the split that is to be paid in the relevant company
split): the effective date of the company split; |
| (3) | Share
exchange agreement or share transfer plan under which the Corporation will become a wholly
owned subsidiary: the effective date of the share exchange or share transfer; |
| (4) | Share
consolidation (limited to the case where the relevant share consolidation results in
the Qualified Person holding only a fractional share of less than one (1) share): the
effective date of the share consolidation; |
| (5) | Acquisition
of all shares of common stock of the Corporation, to be conducted by attaching the class-wide
call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the
shares of common stock of the Corporation: the acquisition date that is prescribed in
Article 171, Paragraph 1, Item 3 of the Companies Act; and |
| (6) | Demand
for share cash-out with respect to the shares of common stock of the Corporation (meaning
the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies
Act): the acquisition date that is prescribed in Article 179-2, Paragraph 1, Item 5 of
the Companies Act. |
| 2. | The
Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be
the number set forth in the following Item (1) multiplied by the number set forth in
the following Item (2) (any fractional unit (where one unit equals 100 shares) shall
be rounded down to the nearest unit (100 shares)); however, the Corporation may adjust
the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within
a reasonable extent. |
| (1) | The
Number of Shares held by the Qualified Person as of the Organizational Restructuring
Approval Date. |
| (2) | The
number of months in the period from (i) the month including the Payment Date to (ii)
the month including the Organizational Restructuring Approval Date, divided by 36. |
| 3. | In
the case provided in Paragraph 1, the Corporation shall acquire, without any consideration
to, or consent of, the Qualified Person, all of the Shares that are held by the Qualified
Person and in respect of which the Transfer Restriction has not been removed as of the
business day preceding the Organizational Restructuring Effective Date. |
Article
9 (Waiver of Right to Make Claim for Damages)
To
the extent permitted by applicable law, the Qualified Person shall not, for whatever reason, pursue any responsibility of the
Corporation and the directors and officers of the Corporation in relation to the Shares, including loss of compensation, the addition
of profits or claims for damages.
Article
10 (Notifications of Address and Contact Address in Japan, Etc.)
| 1. | During
the Transfer Restriction Period, if the Qualified Person moves from the address of the
Qualified Person set forth on the signature page at the end of this Agreement, the Qualified
Person must notify the Corporation, in the manner provided in Article 12, Paragraph 2,
of the post-move address. In addition, the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the
Shares, and in respect of which the Corporation requests the Qualified Person to give
notice. |
| 2. | If
the Qualified Person fails to make the notification in the preceding Paragraph, the last
address that the Qualified Person has notified to the Corporation (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set
forth on the signature page at the end of this Agreement) shall be deemed to be the address
of the Qualified Person. |
Article
11 (Treatment in Case of Death of Qualified Person)
1. | In
the case that the Qualified Person dies during the Transfer Restriction Period, the heir(s) of such Qualified Person must notify
the Corporation, in the manner provided in Article 12, Paragraph 2, of the name(s) and address(es) of such heir(s) as soon as
reasonably practicable, but in no event later than one (1) month after the death of the Qualified Person. In addition, the heir(s)
of the Qualified Person must give notice to the Corporation of other matters which the Corporation judges to be necessary in connection
with the Shares, and in respect of which the Corporation requests the heir(s) of the Qualified Person to give notice. |
2. | If
the heir(s) of the Qualified Person fail(s) to make the notifications in the preceding Paragraph, the last address in respect
of which the Qualified Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of
this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person. |
3. | The
heir(s) of the Qualified Person must comply with this Agreement, the Detailed Regulations and other provisions concerning the
Shares. |
Article
12 (Method of Indication of Intention and Notice)
1. | All
indications of intention and notices given by the Corporation to the Qualified Person (including the heir(s) of the Qualified
Person) under this Agreement and the Detailed Regulations shall be made in any of the following manners (provided, however, that
all indications of intention and notices given by the Corporation to the heir(s) of the Qualified Person under this Agreement
and the Detailed Regulations shall be made by the manner of Item (1) if such heir(s) of the Qualified Person is/are not employed
by or affiliated with the Group Companies.): |
| (1) | Delivery
of documents to the address of the Qualified Person (including the heir(s) of the Qualified
Person) set forth on the signature page at the end of this Agreement or, if there have
been any changes thereto, to the address(es) set forth in Article 10 or Article 11; |
| (2) | Delivery
of documents to the Qualified Person (including the heir(s) of the Qualified Person)
at his or her department in the Group Companies or delivery by e-mail to the e-mail address
of the Qualified Person (including the heir(s) of the Qualified Person) at the Group
Companies; or |
| (3) | Giving
notice on a web site of the Group Companies. |
| 2. | All
indications of intention and notices given by the Qualified Person (including the heir(s)
of the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations
shall be made in writing to the Group HR Department of the Corporation or otherwise made
in the manner designated by the Corporation. |
Article
13 (Treatment of Personal Information)
The
Corporation may use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained
from the Qualified Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry
as provided in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the
heir(s) of the Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and
the Detailed Regulations. Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that
the Corporation may entrust these tasks to third party service providers acting as broker/dealers and/or record keepers, securities
companies and the share registry administrator (the “Contractors”), and accordingly the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information, for the purpose of administering the restricted stock compensation plan
of the Corporation. The information provided in this Article 13 is supplemental to the information set out in your Corporation’s
employee privacy policy as in effect from time to time.
Article
14 (Right to Establish Detailed Regulations)
1. | For
the purpose of stipulating matters concerning the implementation of this Agreement and any other details of the restricted stock
compensation plan, the Corporation may establish, amend and abolish the “Detailed Regulations for Restricted Stock Compensation”
(the “Detailed Regulations”), and the Qualified Person shall comply with the Detailed Regulations, as amended. Any
establishment, amendment or abolishment of the Detailed Regulations shall be conducted by way of a decision by the Corporation. |
| 2. | If
the Corporation establishes, amends or abolishes the Detailed Regulations in accordance
with the preceding Paragraph, the Corporation must immediately notify the Qualified Person
thereof. |
| 3. | Notwithstanding
the provisions of Article 12, the notification in the preceding Paragraph may be conducted
by the Corporation by transmitting the communication documents to the Corporation’s
internal homepage and posting the required matters thereon (provided, however, that this
Paragraph shall not apply to the heir(s) of the Qualified Person who is not employed
by or affiliated with the Group Companies.). |
Article
15 (Amendment of Agreement)
1. | If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other relevant laws or regulations, or if this Agreement ceases to be in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, by giving
notice to the Qualified Person, prescribe, amend or abolish any necessary provisions. |
| 2. | In
addition to the case described in the preceding Paragraph, when the Corporation finds
it necessary, the Corporation may propose an amendment to this Agreement to the Qualified
Person. |
| 3. | If,
within two (2) weeks after the Qualified Person receives the proposal mentioned in the
preceding Paragraph, the Qualified Person does not make any objection to the Corporation
in writing together with justifiable reasons, this Agreement shall be deemed to have
been amended in accordance with the proposal made by the Corporation. |
| 4. | In
addition to the cases provided in each of the preceding Paragraphs, this Agreement may
be amended through an agreement made by and between the Corporation and the Qualified
Person. |
Article
16 (Tax Treatment)
1. | The
Qualified Person shall pay, at his or her own expense, any income tax imposed on him/her and any other taxes and governmental
charges as well as costs, which arise as a result of the Disposal of Treasury Shares, the holding of the Shares, the removal of
the Transfer Restrictions of the Shares, or the disposal, etc. of the Shares, including the sale thereof. |
| 2. | If
any Group Company has a statutory withholding obligation in connection with the procedure
set forth in the preceding Paragraph, the Qualified Person shall, upon demand by the
applicable Group Company, transfer an amount equal to the amount of the withholding tax
to the bank account designated by the applicable Group Company and by the date designated
by the applicable Group Company. |
Article
17 (Treatment in Cases of Stock Split, Share Consolidation, Etc.)
During
the Transfer Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires
shares of the Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case
where, during the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation
to the shares of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same
shall apply, with respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation
to the shares of common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions
of this Agreement shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.
Article
18 (Treatment in Cases of Acquisitions of Shares without any Consideration to, or Consent of, the Qualified Person)
1. | If
the Corporation removes the Transfer Restriction or conducts an acquisition without any consideration to, or consent of, the Qualified
Person pursuant to the provisions of this Agreement, the Corporation shall provide the Qualified Person with written notice in
advance in the form set forth in Exhibit 3 in respect of (i) the date on which the Transfer Restriction will be removed and the
number of shares for which the Transfer Restriction will be removed or (ii) the date on which the acquisition without any consideration
to, or consent of, the Qualified Person will be conducted and the number of shares to be acquired without any consideration to,
or consent of, the Qualified Person by the Corporation. |
2. | If
the Corporation performs the procedures in relation to the Shares pursuant to the provisions of this Agreement, the Corporation
may, at its own discretion and on behalf of and in the name of the Qualified Person, perform the procedures required by laws and
ordinances or regulations pursuant to the provisions of this Agreement, including, but not limited to, making book-entries for
the book-entry transfer that shall be implemented under the Act on Book Entry of Corporate Bonds and Shares, and the Qualified
Person shall not raise any objections thereto. |
Article
19 (Issuance of American Depositary Receipts)
1. | As
long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”), which represent shares of
common stock of the Corporation in the United States, on a stock exchange in the United States, the Qualified Person agrees to
generally receive ADRs in lieu of the Shares. |
2. | The
Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes hereunder. In addition, the term “Shares”
shall also be deemed to include “ADRs” for all purposes hereunder except with respect to Article 3 in this Agreement
or unless the context otherwise requires in this Agreement. In respect of ADRs, any removal of such Transfer Restriction or any
acquisition without any consideration to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with the
provisions concerning the Transfer Restriction and the acquisition without any consideration to, or consent of, the Qualified
Person of the Shares under this Agreement, and in the same manner as those conducted in respect of the Shares. |
| 3. | If
the Corporation determines to delist ADRs from a stock exchange in the United States,
the Corporation may acquire, without any consideration to, or consent of, the Qualified
Person, all of the ADRs in respect of which the Transfer Restriction has not been removed
as of the date on which such determination is made, and deliver to the Qualified Person
the Shares which are represented by ADRs acquired and on which the Transfer Restriction
is imposed, and the Qualified Person shall not raise any objections to such handling. |
Article
20 (Treatment of Matters Not Provided for in this Agreement)
The
Qualified Person shall comply with this Agreement, the Detailed Regulations and other provisions concerning the Shares. With respect
to matters that are not provided for in this Agreement, such matters shall be determined by consultation in good faith between
the Corporation and the Qualified Person. In the event that the Qualified Person rejects such consultation or in the event that
such consultation fails to establish an agreement, such matters shall be reasonably decided by the Corporation.
Article
21 (Governing Law)
This
Agreement, the Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance
with the laws of Japan.
Article
22 (Jurisdiction)
The
Corporation and the Qualified Person agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance
over any and all disputes that may arise in relation to this Agreement, the Detailed Regulations and other provisions concerning
the Shares.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
July
13, 2023
| (Corporation) | Address: |
1-7-1
Konan, Minato-ku, Tokyo |
| | Name: |
Sony
Group Corporation |
| | |
Representative
Corporate Executive Officer |
| | |
Kenichiro
Yoshida |
| | |
|
| (Qualified
Person) | Address: |
[Address
of the Qualified Person] |
| | Name: |
[Name
of the Qualified Person] |
Exhibit
1 Matters to be notified pursuant to Article 203, Paragraph 1 of the Companies Act
| (1) | Trade
name:
Sony Group Corporation |
| (2) | Total
number of shares authorized to be issued:
3,600,000,000 shares |
| (3) | Number
of shares constituting one (1) unit of shares:
100 shares |
| (4) | Details
of the offer:
As described in each Item of Article 2, Paragraph 1 of this Agreement |
| (5) | Shareholder
Registry Administrator: |
| (i) | Name: |
Mitsubishi UFJ Trust and Banking Corporation |
| (ii) | Address: |
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (iii) | Business office: |
Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo |
| (6) | Provisions
of the Articles of Incorporation prescribed in Article 41, Item 7 of Regulations for
Enforcement of the Companies Act |
(i)
Upon convening a general meeting of shareholders, the Corporation may take measures to electronically provide the information
of the reference documents f or the general meeting of shareholders.
(ii)
Among the matters to be provided electronically, the Corporation may exclude all or some of the matters provided by the ordinances
of the Ministry of Justice in documents to be delivered to shareholders who have made a request for the delivery of documents
by the record date of the voting rights.
| (7) | Indication
pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
Shares |
As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.
Exhibit
2 Account for Shares
[●]
Exhibit
3
Notice
[MM
DD], [YY]
To
[Name of the Qualified Person]
|
|
|
1-7-1
Konan, Minato-ku, Tokyo
Sony
Group Corporation
Representative
Corporate Executive Officer
Kenichiro
Yoshida
|
Pursuant
to Article 18, Paragraph 1 of the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by
and between the Corporation and [name of the Qualified Person] (the “Qualified Person”) on July 13, 2023, regarding
the shares of restricted stock of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified
Person of [the removal of the Transfer Restriction and the number of shares to be acquired without any consideration to, or consent
of, the Qualified Person], as follows. Unless the context otherwise requires, terms used in this Notice that are not otherwise
defined herein shall have the same meanings as those ascribed to them in the Agreement.
[Date
on which the Transfer Restriction will be removed] |
[MM
DD], [YY] |
[Number
of shares for which the Transfer Restriction
will be removed] |
[●]
shares |
[Date
on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted] |
[MM
DD], [YY] |
[Number
of shares to be acquired without any consideration to, or consent of, the Qualified Person] |
[●]
shares |
End
of Document
Sony Group Kabushiki Kaisha S-8
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sony Group Corporation (Sony Group
Kabushiki Kaisha) of our report dated June 20, 2023 relating to the consolidated financial statements and the effectiveness of
internal control over financial reporting, which appears in Sony Group Corporation’s Annual Report on Form 20-F for the
year ended March 31, 2023.
/s/
PricewaterhouseCoopers Aarata LLC
Tokyo,
Japan
July
12, 2023
Sony Group Kabushiki Kaisha S-8
Exhibit 107
CALCULATION
OF FILING FEE TABLES
Form
S-8
(Form Type)
Sony
Group Kabushiki Kaisha
(Exact
name of Registrant as specified in its charter)
Sony
Group Corporation
(Translation
of Registrant’s name into English)
Table
1: Newly Registered Securities
Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered (1) |
Proposed
Maximum
Offering Price
Per Unit (2) |
Maximum
Aggregate
Offering Price (2) |
Fee
Rate |
Amount
of
Registration Fee |
Equity |
Common
Stock(3), reserved for issuance pursuant to the Thirteenth Series of Restricted Stock of Sony Group Corporation |
Other
(2) |
385,000 |
¥13,185
$91.52 |
¥5,076,225,000
$35,234,434.65 |
.00011020 |
$3,882.83 |
Total
Offering Amounts |
$35,234,434.65 |
|
$3,882.83 |
Total
Fee Offsets |
|
|
N/A |
Net
Fee Due |
|
|
$3,882.83 |
(1)
Consists of shares of common stock (the “Common Stock”) of Sony Group Corporation (the “Registrant”)
to be disposed subject to vesting restrictions pursuant to the Thirteenth Series of Restricted Stock of Sony Group Corporation
(the “Plan”). Such indeterminable number of additional shares of Common Stock as may be disposable pursuant
to the operation of the recapitalization and adjustment provisions of the Plan are also registered hereby.
(2)
The Proposed Maximum Offering Price Per Unit of Common Stock has been calculated solely for the purposes of calculating the registration
fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”).
The Proposed Maximum Offering Price Per Unit of Common Stock is based on ¥13,185 per share, the average of the high and low
prices of the Common Stock, as reported on the Tokyo Stock Exchange on July 6, 2023. The Proposed Maximum Offering Price Per Unit
of Common Stock for the restricted stock disposed under the Plan was converted to U.S. dollars based on the New York foreign exchange
rate for July 6, 2023 of ¥144.07= $1.00 as published in the Wall Street Journal on July 7, 2023.
(3)
American Depositary Receipts issuable upon the deposit of the Common Stock registered hereby have been or will be registered under
a separate registration statement on Form F-6. Each American Depositary Receipt will represent one share of Common Stock.
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