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   ☒   Accelerated filer   ☐
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)   Smaller reporting company   ☐
        Emerging growth company   ☐

 

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 ☐ 

 

 

 

 

 

 

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and Exchange Commission (the “Commission”) by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently filed or furnished.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.

 

  SONY GROUP CORPORATION
   
  By:   /s/ Kazushi Ambe
    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		  

 

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

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(6)Payment date

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.

 

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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).

 

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(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.

 

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(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)”).

 

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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.

 

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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;

 

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(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.

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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.

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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.

 

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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]

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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.

 

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Exhibit 2Account for Shares

[●]

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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

 

 

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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

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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)

 

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(6)Payment date

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.

 

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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).

 

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(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.

 

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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)”).

 

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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.

 

6

 

 

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.

 

7

 

 

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.).

 

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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.

 

9

 

 

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.

 

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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]

 

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Exhibit 1Matters 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.

 

12

 

 

Exhibit 2    Account for Shares

[●]

 

13

 

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

 

14

 

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)

 

1

 

 

(6)Payment date

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.

 

2

 

 

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).

 

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(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.

 

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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

 

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(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.

 

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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.

 

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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.

 

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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.

 

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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.

 

Article 21(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, (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.

 

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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]

 

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Exhibit 1Matters 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.

 

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Exhibit 2    Account for Shares

[●]

 

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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

 

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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)

 

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(6)Payment date

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.

 

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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.

 

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(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.

 

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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

 

 5

 

 

(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.

 

 6

 

 

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.

 

 7

 

 

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.

 

 8

 

 

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.

 

 9

 

 

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.

 

 10

 

 

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, (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]

 

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Exhibit 1Matters 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.

 

 12

 

 

Exhibit 2Account for Shares

[●]

 

 13

 

 

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

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Exhibit 4Additional terms for Qualified Persons in the U.S.

 

1.Fair Market Value.

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.

 

2.Tax withholdings.

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

 

 15

 

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)

 

 1

 

 

(6)Payment date

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.

 

 2

 

 

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.

 

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(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

 

 

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

 

 5

 

 

(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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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]

 

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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.

 

 12

 

Exhibit 2 Account for Shares

[●]

 

 13

 

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

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Exhibit 4 Additional terms for Qualified Persons in the U.S.

 

1.Fair Market Value.

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.

 

2.Tax withholdings.

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

 

 15

 

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)

 

1 

 

 

(6)Payment date

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.

 

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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.

 

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(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.

 

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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;

 

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(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

 

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(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.

 

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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.

 

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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.

 

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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.

 

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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]

 

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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.

 

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Exhibit 2 Account for Shares

[●]

13 

 

 

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

 

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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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