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herein by reference to the extent not superseded by reports or other information subsequently filed or furnished.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, 2022 filed by the Registrant with the Commission on June 28, 2022,
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, 2022.
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document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes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 Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.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 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 Allocation Agreement (including Terms and Conditions) for the Forty-Seventh Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation (English translation thereof)
4.2 Allocation Agreement (including Terms and Conditions) for the Forty-Eighth Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation
4.3 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)
4.4 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)
5.1 Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant, as to the legality of the Common Stock being registered
23.1 Consent of PricewaterhouseCoopers Aarata LLC
23.2 Consent of Nagashima
Ohno & Tsunematsu, counsel to the Registrant (included in Exhibit 5.1)
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 10th day of November, 2022.
| |
SONY GROUP CORPORATION |
| |
|
| |
By: |
/s/ Kazushi Ambe |
| |
|
Kazushi Ambe
Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources and General Affairs |
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 10th day of November,
2022.
| Name |
|
Title |
| |
|
|
| /s/
Kenichiro Yoshida
Kenichiro Yoshida |
|
Chairman, President
and Chief Executive Officer,
Representative Corporate Executive
Officer,
Member of the Board |
| |
|
|
/s/ Hiroki Totoki
Hiroki Totoki |
|
Executive Deputy President
and Chief Financial Officer, Representative Corporate Executive Officer, Member of the Board |
| |
|
|
|
/s/ Shuzo Sumi
Shuzo Sumi |
|
Chairman of the Board |
| |
|
|
|
/s/ Yoshihiko Hatanaka
Yoshihiko Hatanaka
|
|
Vice Chairman
of the Board |
| |
|
|
/s/
Tim Schaaff
Tim Schaaff |
|
Member 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/ Mark E. Khalil
Mark E. Khalil |
|
Senior Vice
President, Sony Group Corporation; President and General Counsel, Sony Corporation of America; Executive Vice President and General
Counsel, Sony Electronics Inc.; Authorized Representative |
| |
|
|
