As filed with the Securities and Exchange Commission
on November 25, 2024
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 Fifty-First Series of Stock Acquisition
Rights for
Shares of Common Stock of Sony Group Corporation
The Fifty-Second Series of Stock Acquisition
Rights for
Shares of Common Stock of Sony Group Corporation
(Full title of the plans)
Sony Corporation of America
25 Madison Avenue, 26th Floor
New York, NY 10010-8601
Attn.: Office of the General Counsel
212-833-8676
(Name, address and telephone number of agent for
service)
Copy to:
Michael J. Albano, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.
(Check one):
| Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
| Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act ☐ |
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, 2024 filed by the Registrant with the Commission on June 25, 2024, 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, 2024.
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 or her, he or she 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 or her, he or
she may require the company to perform it in his or her 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 or her part, sustains damage through the management of the affairs entrusted
to him or her, he or she 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 Fifty-First 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 Fifty-Second 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)
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, 2024 (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
Japan 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 7th day of November, 2024.
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SONY GROUP CORPORATION |
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By: |
/s/ Kazushi Ambe |
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Kazushi Ambe
Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources, General Affairs, Lead of Group Diversity,
Equity & Inclusion and the Corporate Executive Office
Sony Group China Representative |
POWER OF ATTORNEY
We, the undersigned directors and officers of
Sony Group Corporation (the “Company”), do hereby severally constitute and appoint Hiroki Totoki, Kazushi Ambe, and
Peter J. Kim, 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 7th day of November, 2024.
| Name |
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Title |
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/s/ Kenichiro Yoshida
Kenichiro Yoshida |
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Chairman and Chief Executive Officer,
Representative Corporate Executive Officer,
Member of the Board |
/s/ Hiroki Totoki
Hiroki Totoki |
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President, Chief Operating Officer
and Chief Financial Officer, Representative Corporate Executive Officer, Member of the Board |
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/s/ Yoshihiko Hatanaka
Yoshihiko Hatanaka |
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Chair of the Board |
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/s/ Wendy Becker
Wendy Becker |
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Vice Chair of the Board |
/s/
Sakie Akiyama
Sakie Akiyama |
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Member of the Board |
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/s/ Keiko Kishigami
Keiko Kishigami |
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Member of the Board |
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/s/ Joseph A. Kraft Jr.
Joseph A. Kraft Jr. |
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Member of the Board |
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/s/ Neil Hunt
Neil Hunt |
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Member of the Board |
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/s/ William Morrow
William Morrow |
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Member of the Board |
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/s/ Shingo Konomoto
Shingo Konomoto |
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Member of the Board |
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/s/ Peter J. Kim
Peter J. Kim |
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Executive Vice President, General Counsel & Secretary, Sony Corporation
of America; Authorized Representative |
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SONY GROUP CORPORATION S-8
Exhibit 4.1
(English translation)
(51st Series Japan and U.S. Participants)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY GROUP CORPORATION
FOR THE FISCAL YEAR 2024
SONY GROUP CORPORATION (hereinafter
referred to as the “Corporation”) and the Qualified Person (as defined below) enter into this Agreement (hereinafter referred
to as the “Agreement”) as of November 22, 2024 as set forth in Exhibit 1 in connection with the allocation of the stock acquisition
rights (hereinafter referred to as the “Stock Acquisition Rights”) to be issued by the Corporation pursuant to the provisions
of the terms and conditions of the Stock Acquisition Rights (hereinafter referred to as the “Terms and Conditions”) set forth
in Exhibit 2 attached hereto and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on
November 8, 2024.
The number of Stock Acquisition Rights that the
person to whom the Stock Acquisition Rights are allocated, the name of whom is displayed on My Equity of Equity Gateway (hereinafter
referred to as the “Qualified Person”) is to apply for the subscription for in accordance with Article 3 of Exhibit 1 and
that the Corporation is to allocate to the Qualified Person shall be the number (hereinafter referred to as the “Allotted Number”)
that can be found on My Equity of Equity Gateway.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
By clicking the [Accept and Agree] button displayed
in My Task of Equity Gateway as the task relating to entering into this Agreement, it is deemed that the Qualified Person
has understood and agreed the contents of the Agreement and the Terms and Conditions.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
November 22, 2024
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SONY GROUP CORPORATION |
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7-1, Konan 1-chome, Minato-ku, Tokyo |
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By: |
Kenichiro
Yoshida |
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Chairman and Chief Executive Officer, |
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Representative Corporate Executive Officer |
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QUALIFIED PERSON |
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By: |
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Exhibit 1
The terms and conditions of the Agreement Concerning
Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (including exhibits; hereinafter referred
to as this “Agreement”) shall be as follows. Unless otherwise provided for, the terms used in this Exhibit 1 shall have the
same meaning as the terms used in the main body of this Agreement.
The primary purpose of allocating
the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement
of the Sony Group’s business performance and thereby improve the business performance by making the economic interest, which the
Qualified Person will receive, correspond to the business performance of the Corporation.
| Article 2 |
(Restrictions under the Terms and Conditions and this Agreement) |
The Stock Acquisition Rights
shall be subject to the Terms and Conditions and, further, exercise or disposition of the Stock Acquisition Rights shall be subject to
certain conditions and restrictions provided for in this Agreement.
| Article 3 |
(Subscription for and Allocation of the Stock Acquisition Rights) |
The Qualified Person hereby
applies for subscription for the number of Stock Acquisition Rights that can be found on My Equity
of Equity Gateway, which such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and
pursuant to this Agreement, the Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance
with the following terms on November 25, 2024 (hereinafter referred to as the “Allotment Date”).
| (1) | Class and number of shares to be issued or transferred upon exercise of each Stock Acquisition Right: |
100 shares of common stock of the
Corporation
In the event that the Corporation
conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation of the shares of common stock
of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (hereinafter referred
to as the “Number of Granted Shares”) shall be adjusted in accordance with the following formula:
|
Number
of Granted Shares after adjustment |
= |
Number of
Granted Shares
before Adjustment |
x |
Ratio of split or
consolidation |
Provided, however, that such adjustment
shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights which have not been exercised at the
time of the adjustment. Any fraction less than one (1) share resulting from the adjustment shall be disregarded.
| (2) | Amount to be paid in exchange for Stock Acquisition Rights: |
The amount of
money to be paid in exchange for the Stock Acquisition Rights shall be the amount obtained by multiplying the option price per share of
common stock (calculated using the Black-Scholes model based on the basic figures in (ii) through (vii) below) by the number of shares
to be received by exercising the Stock Acquisition Rights.
| i. | Option price per share of common stock (C) |
| ii. | Share price (𝑆): The closing price
of the Corporation’s common stock in regular trading on the Tokyo Stock Exchange (hereinafter referred to as the “Closing
Price”) on November 22, 2024 (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading
day) |
| iii. | Exercise price (𝐾): The average
Closing Price for the ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the allotment
date of such Stock Acquisition Rights; provided, however, that if such calculated price is lower than the Closing Price on the trading
day immediately preceding the allotment date of the Stock Acquisition Rights (if there is no Closing Price on such date, the Closing Price
on the immediately preceding trading day), the Exercise price (𝐾)
shall be the Closing Price on the trading day immediately preceding the allotment date of the Stock Acquisition Rights. |
| iv. | Estimated remaining years (t): 5.70years |
| v. | Volatility (𝜎): The volatility rate
of the share price based on the Closing Prices during the span of 5.70 years (from March 25, 2019 to November 22, 2024). |
| vi. | Risk-free rate (𝑟): Interest rate
on Japanese government bonds whose remaining years correspond to the estimated remaining years. |
| vii. | Dividend Yield (𝑞): Dividend per
share (expected dividend for the year ending March 31, 2025) / share price (S) |
| viii. | Cumulative density function of the standard normal distribution: (N (・)) |
The payment of the amount to be paid
by the Qualified Person in exchange for the Stock Acquisition Rights multiplied by the Qualified Person’s Allotted Number (hereinafter
referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration
claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified
Person by the Corporation, if the Qualified Person is a corporate executive officer or an employee of the Corporation, or, (ii) remuneration
claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified
Person by subsidiaries of the Corporation and assumed by the Corporation if the Qualified Person is a director, officer or an employee
of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for
the purpose of paying the Total Amount to be Paid.
On the Allotment Date, the Qualified
Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a)
remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted
to the Qualified Person by the Corporation by (b) the Qualified Person’s obligation
to pay the Total Amount to be Paid if the Qualified Person is a corporate executive officer and
an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables
in relation to the relevant subsidiary’s remuneration obligation against the Qualified
Person, which the Corporation has assumed from the relevant
subsidiary pursuant to a cumulative debt assumption agreement, entered into between the Corporation
and the relevant subsidiary by (b) the Qualified Person’s
obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or
an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.
| (3) | Amount to be paid in per share to be issued or transferred upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the “Exercise Price”) shall be the number that can be found on My Equity of Equity Gateway. |
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
Provided, however, that if the Closing
Price on the trading day immediately preceding the Allotment Date (if there is no Closing Price on such date, the Closing Price on the
immediately preceding trading day) is higher than the above mentioned number displayed on My Equity of Equity Gateway, then
the amount equal to the Closing Price on the trading day immediately preceding the Allotment Date shall be the initial Exercise Price.
The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.
| (4) | Period during which the Stock Acquisition Rights may be exercised: |
As provided for in Exhibit 3 of this
Agreement
| Article 4 |
(Corporation and its Shares) |
| (1) | Trade name of the Corporation: |
SONY GROUP CORPORATION
| (2) | Total number of shares authorized to be issued by the Corporation: |
18,000,000,000 shares
| (3) | Number of shares constituting one (1) unit of shares: |
100 shares
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
(Business office) Mitsubishi UFJ
Trust and Banking Corporation
Corporate Agency
Division
4-5, Marunouchi
1-chome, Chiyoda-ku, Tokyo
| (5) | Application of the Act on Transfer of Bonds, Shares, etc. |
The provisions of the Act on Transfer
of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued or transferred upon exercise of each Stock
Acquisition Right.
| Article 5 |
(Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition) |
1. Notwithstanding
Item (4) of Article 3 above, one-third of the aggregate number of the Stock Acquisition Rights allocated to the Qualified Person (any
fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “First Exercisable Portion”)
is exercisable as from and including the commencement date of the period provided for in Item (4) of Article 3 (hereinafter referred to
as the “Commencement Date of Exercisable Period”), half of the number of the Stock Acquisition Rights after deduction of the
First Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person (any fraction less
than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “Second Exercisable Portion”) is
exercisable as from and including November 25, 2026 and the balance of the Stock Acquisition Rights after deduction of the First Exercisable
Portion and the Second Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person
is exercisable as from and including November 25, 2027.
2. In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for Terms,
Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange Act, hereinafter
collectively referred to as the “Sony Group Companies”) by falling under any of the following Items, the exercise of the Stock
Acquisition Rights shall be subject to the restrictions provided for in such following Item; provided, however, that in no case may any
Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.
| (1) | If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to
the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
The Qualified Person may not exercise
the Stock Acquisition Rights on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit
Date”);
| (2) | If the Qualified Person forfeits such status due to his/her death: |
Subject to the provision of Article
7, the heir of the Qualified Person may exercise the Stock Acquisition Rights which are exercisable pursuant to Paragraph 1 of this Article
as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Stock Acquisition Rights”) until and including
the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this
one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period),
but may not exercise the Stock Acquisition Rights which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit
Date (hereinafter referred to as the “Unexercisable Stock Acquisition Rights”) on and after the Status Forfeit Date; provided,
however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of
the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable
Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person
may exercise the Unexercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the
date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation,
the immediately preceding business day shall be the last day of such period) subject to the provision of Article 7; and
| (3) | If the Qualified Person forfeits such status due to any other events: |
The Qualified Person may exercise the
Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period), but may not exercise the Unexercisable Stock Acquisition Rights on and after the Status
Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Stock Acquisition Rights,
all of the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable
Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise
the Unexercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately
following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period).
3. The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:
| (1) | If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such
competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation
determines not to permit the exercise by such Qualified Person of the Stock Acquisition Rights allocated to such Qualified Person. |
| (2) | If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against
the Corporation or the Sony Group Companies. |
| (3) | If the Qualified Person violates any provision of this Agreement. |
4. The
Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Stock Acquisition Rights.
5. In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.
| Article 6 |
(Procedures for Exercising the Stock Acquisition Rights) |
Procedures for exercising
the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement, and in addition, detailed
matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option Program” separately provided
and delivered by the Corporation to the Qualified Person no later than the Commencement Date of Exercisable Period.
| Article 7 |
(Inheritance of the Stock Acquisition Rights) |
1. In
case that the Qualified Person dies, the heir of such Qualified Person may, pursuant to this Article, other provisions of this Agreement
and conditions to be provided separately by the Corporation, succeed to and exercise the outstanding Stock Acquisition Rights; provided,
however, that the heir of such Qualified Person may not exercise the Stock Acquisition Rights if such Qualified Person has given a prior
written notice to the Corporation in the form prescribed by the Corporation to the effect that such Qualified Person does not allow the
heir to exercise the Stock Acquisition Rights. In case that the Qualified Person dies after he/she forfeits the status as a director,
corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to any events provided for in each
Item of Article 5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may exercise the Stock Acquisition Rights during
the period from and including such Qualified Person’s Status Forfeit Date to and including the day on which the exercisable period
provided for in the said each Item elapses, to the extent that such Qualified Person may exercise as provided for in the said each Item;
provided, however, that in no case any Stock Acquisition Rights may be exercised after the period provided for in Item (4) of Article
3.
2. In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) heir to succeed to the Stock Acquisition
Rights (hereinafter referred to as the “Successor”).
3. In
case that the Successor dies, any heir of the Successor may not exercise the Stock Acquisition Rights.
4. Heirs
of the Qualified Person must, in cooperation, file with or submit to the Corporation the following matters and documents immediately after
the commencement of the inheritance:
| (1) | Certified copy of family register, etc. (Those issued within three (3) months or less are required); |
| (2) | Seal registration certificate of the heirs (Those issued within three (3) months or less are required); |
| (3) | Legacy division agreement or any other similar document necessary to certify the division of the legacy; |
| (4) | Document to verify the name and address of the Successor or in case that the Successor resides outside
Japan, his/her contact address in Japan; and |
| (5) | Any other matters or documents designated by the Corporation. |
5. In
case that no agreement in respect of the division of the legacy is reached between or among the heirs of the Qualified Person, heirs of
the Qualified Person shall forthwith designate their representative and notify the Corporation to such effect. In such case, the representative
of the heirs shall file with or submit to the Corporation the matters and documents mentioned in the preceding Paragraph as soon as an
agreement is reached.
6. Each
provision, excluding this Article, of this Agreement shall be applicable to the Successor to the extent of their meaning.
| Article 8 |
(Taxes and Expenses) |
The Qualified Person shall
pay all taxes or other governmental charges, which may be imposed in connection with the exercise of the Stock Acquisition Rights, at
such Qualified Person’s own expense and responsibility. This shall apply to all costs and expenses that may arise in connection
with the exercise of the Stock Acquisition Rights.
| Article 9 |
(Compliance with Financial Instruments and Exchange Act, Etc.) |
1. The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise
of the Stock Acquisition Rights, comply with the Financial Instruments and Exchange Act of Japan, any other applicable laws and regulations
including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading established by the Corporation.
2. The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise
of the Stock Acquisition Rights, confirm in advance with the Legal Division of the Corporation or a subsidiary of the Corporation (or
any other department in charge of such matters at the time), whether or not such sale will contravene Articles 166 and/or 167 (provisions
relating to insider trading) of the Financial Instruments and Exchange Act of Japan.
| Article 10 |
(Treatment in Events of Corporate Transaction and Proceeding) |
1. In
the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation is
not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution or liquidation
of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or any other similar transaction
or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding to execute an agreement providing
that a holder of the Stock Acquisition Rights shall have the right during the term to exercise the Stock Acquisition Rights and upon the
exercise of the Stock Acquisition Rights to receive the class and amount of shares and other securities and property receivable upon such
transaction or proceeding by a holder of the number of shares in respect of which the Stock Acquisition Rights could have been exercised
immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of
such transaction or proceeding, each Stock Acquisition Right outstanding immediately prior to such transaction or proceeding (whether
or not then exercisable).
2. In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval at
the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately preceding
Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of such
transaction or proceeding and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights, immediately prior
to, and subject to, the consummation of such transaction or proceeding.
| Article 11 |
(Condition Subsequent) |
This Agreement shall terminate, automatically,
without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer,
officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.
| Article 12 |
(Compliance with Foreign Laws and Regulations) |
1. If
it is necessary for the reason that the Qualified Person is deemed a resident of any country other than Japan or for any other reason
so that, pursuant to any laws or regulations (including those of any country other than Japan) applicable to such Qualified Person, such
Qualified Person or the Corporation shall be required to perform or comply with certain procedures for allocating, holding or exercising
the Stock Acquisition Rights thereunder, such Qualified Person shall notify the Corporation in advance of the necessity to perform or
comply with such procedures and the contents thereof, and perform or comply with such procedures that are required to be performed or
complied with by such Qualified Person himself or herself, and request the Corporation to perform or comply with the procedures that are
required to be performed or complied with by the Corporation (hereinafter referred to as the “Corporation’s Procedures”).
In case that the request shall be made by the Qualified Person for the Corporation to perform or comply with the Corporation’s Procedures,
the Corporation shall independently consider the necessity for the performance or compliance, and, if the Corporation shall come to the
conclusion that it is necessary to do so, it shall perform or comply with the Corporation’s Procedures.
2. The
Qualified Person shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately preceding
Paragraph, and shall keep the Corporation fully indemnified against all such costs, expenses and damages, which may arise or which the
Corporation may incur in connection with such procedures.
| Article 13 |
(Amendment to this Agreement and Treatment of Matters Not Provided for in this 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 related laws or regulations of Japan, or if this Agreement becomes not in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, with notice to the
Qualified Person, adequately establish, amend or eliminate the subject provisions.
2. With
respect to matters not provided for in this Agreement or the “Guide to the Sony Stock Option Program”, 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 bring an agreement, such matters shall be decided by the Corporation.
| Article 14 |
(Manner of Notice) |
Notices by the Corporation
to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:
| (1) | delivering (including mailing) a written notice to the address of the Qualified Person set forth in the
register of the Stock Acquisition Rights; |
| (2) | sending documents to the Qualified Person at his/her department in the Corporation (including any Sony
Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any Sony Group Company); |
| (3) | giving notice on the web site of the Corporation (including any Sony Group Company); or |
| (4) | giving notice on Equity Gateway.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB |
| Article 15 |
(Governing Law and Jurisdiction) |
This Agreement shall be governed
by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction in the first instance
for settling any and all disputes that arise under or in connection with this Agreement.
(English translation)
(51st Series Overseas Participants (Excluding
U.S.))
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY GROUP CORPORATION
FOR THE FISCAL YEAR 2024
SONY GROUP CORPORATION (hereinafter
referred to as the “Corporation”) and the Qualified Person (as defined below) enter into this Agreement (hereinafter referred
to as the “Agreement”) as of November 22, 2024 as set forth in Exhibit 1 in connection with the allocation of the stock acquisition
rights (hereinafter referred to as the “Stock Acquisition Rights”) to be issued by the Corporation pursuant to the provisions
of the terms and conditions of the Stock Acquisition Rights (hereinafter referred to as the “Terms and Conditions”) set forth
in Exhibit 2 attached hereto and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on
November 8, 2024.
The number of Stock Acquisition Rights that the
person to whom the Stock Acquisition Rights are allocated, the name of whom is displayed on My Equity of Equity Gateway (hereinafter
referred to as the “Qualified Person”) is to apply for the subscription for in accordance with Article 3 of Exhibit 1 and
that the Corporation is to allocate to the Qualified Person shall be the number (hereinafter referred to as the “Allotted Number”)
that can be found on My Equity of Equity Gateway.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
By clicking the [Accept and Agree] button displayed
in My Task of Equity Gateway as the task relating to entering into this Agreement, it is deemed that the Qualified Person
has understood and agreed the contents of the Agreement and the Terms and Conditions.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
November 22, 2024
| |
SONY GROUP CORPORATION |
| |
7-1, Konan 1-chome, Minato-ku, Tokyo |
| |
|
|
| |
By: |
Kenichiro
Yoshida |
| |
|
Chairman and Chief Executive Officer, |
| |
|
Representative Corporate Executive Officer |
| |
|
|
| |
QUALIFIED PERSON |
| |
|
|
| |
By: |
|
Exhibit 1
The terms and conditions of the Agreement Concerning
Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (including exhibits; hereinafter referred
to as this “Agreement”) shall be as follows. Unless otherwise provided for, the terms used in this Exhibit 1 shall have the
same meaning as the terms used in the main body of this Agreement.
The primary purpose of allocating
the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement
of the Sony Group’s business performance and thereby improve the business performance by making the economic interest, which the
Qualified Person will receive, correspond to the business performance of the Corporation.
| Article 2 |
(Restrictions under the Terms and Conditions and this Agreement) |
The Stock Acquisition Rights
shall be subject to the Terms and Conditions and, further, exercise or disposition of the Stock Acquisition Rights shall be subject to
certain conditions and restrictions provided for in this Agreement.
| Article 3 |
(Subscription for and Allocation of the Stock Acquisition Rights) |
The Qualified Person hereby
applies for subscription for the number of Stock Acquisition Rights that can be found on My Equity
of Equity Gateway, which such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and
pursuant to this Agreement, the Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance
with the following terms on November 25, 2024 (hereinafter referred to as the “Allotment Date”).
| (1) | Class and number of shares to be issued or transferred upon exercise of each Stock Acquisition Right: |
100 shares of common stock of the
Corporation
In the event that the Corporation
conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation of the shares of common stock
of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (hereinafter referred
to as the “Number of Granted Shares”) shall be adjusted in accordance with the following formula:
|
Number
of Granted Shares after adjustment |
= |
Number of
Granted Shares
before Adjustment |
x |
Ratio of split or
consolidation |
Provided, however, that such adjustment
shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights which have not been exercised at the
time of the adjustment. Any fraction less than one (1) share resulting from the adjustment shall be disregarded.
| (2) | Amount to be paid in exchange for Stock Acquisition Rights: |
The amount of money
to be paid in exchange for the Stock Acquisition Rights shall be the amount obtained by multiplying the option price per share of common
stock (calculated using the Black-Scholes model based on the basic figures in (ii) through (vii) below) by the number of shares to be
received by exercising the Stock Acquisition Rights.
| i. | Option price per share of common stock (C) |
| ii. | Share price (𝑆): The closing price
of the Corporation’s common stock in regular trading on the Tokyo Stock Exchange (hereinafter referred to as the “Closing
Price”) on November 22, 2024 (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading
day) |
| iii. | Exercise price (𝐾): The average
Closing Price for the ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the allotment
date of such Stock Acquisition Rights; provided, however, that if such calculated price is lower than the Closing Price on the trading
day immediately preceding the allotment date of the Stock Acquisition Rights (if there is no Closing Price on such date, the Closing Price
on the immediately preceding trading day), the Exercise price (𝐾)
shall be the Closing Price on the trading day immediately preceding the allotment date of the Stock Acquisition Rights. |
| iv. | Estimated remaining years (t): 5.70years |
| v. | Volatility (𝜎): The volatility rate
of the share price based on the Closing Prices during the span of 5.70 years (from March 25, 2019 to November 22, 2024). |
| vi. | Risk-free rate (𝑟): Interest rate
on Japanese government bonds whose remaining years correspond to the estimated remaining years. |
| vii. | Dividend Yield (𝑞): Dividend per
share (expected dividend for the year ending March 31, 2025) / share price (S) |
| viii. | Cumulative density function of the standard normal distribution: (N (・)) |
The payment of the amount to be paid
by the Qualified Person in exchange for the Stock Acquisition Rights multiplied by the Qualified Person’s Allotted Number (hereinafter
referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration
claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified
Person by the Corporation, if the Qualified Person is a corporate executive officer or an employee of the Corporation, or, (ii) remuneration
claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified
Person by subsidiaries of the Corporation and assumed by the Corporation if the Qualified Person is a director, officer or an employee
of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for
the purpose of paying the Total Amount to be Paid.
On the Allotment Date, the Qualified
Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a)
remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted
to the Qualified Person by the Corporation by (b) the Qualified Person’s obligation
to pay the Total Amount to be Paid if the Qualified Person is a corporate executive officer and
an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables
in relation to the relevant subsidiary’s remuneration obligation against the Qualified
Person, which the Corporation has assumed from the relevant
subsidiary pursuant to a cumulative debt assumption agreement, entered into between the Corporation
and the relevant subsidiary by (b) the Qualified Person’s
obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or
an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.
| (3) | Amount to be paid in per share to be issued or transferred upon exercise of the Stock Acquisition Rights
(hereinafter referred to as the “Exercise Price”) shall be the number that can be found on My Equity of Equity Gateway. |
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
Provided, however, that if the Closing
Price on the trading day immediately preceding the Allotment Date (if there is no Closing Price on such date, the Closing Price on the
immediately preceding trading day) is higher than the above mentioned number displayed on My Equity of Equity Gateway, then
the amount equal to the Closing Price on the trading day immediately preceding the Allotment Date shall be the initial Exercise Price.
The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.
| (4) | Period during which the Stock Acquisition Rights may be exercised: |
As provided for in Exhibit 3 of this
Agreement
| Article 4 |
(Corporation and its Shares) |
| (1) | Trade name of the Corporation: |
SONY GROUP CORPORATION
| (2) | Total number of shares authorized to be issued by the Corporation: |
18,000,000,000 shares
| (3) | Number of shares constituting one (1) unit of shares: |
100 shares
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo
(Business office) Mitsubishi UFJ
Trust and Banking Corporation
Corporate Agency
Division
4-5, Marunouchi
1-chome, Chiyoda-ku, Tokyo
| (5) | Application of the Act on Transfer of Bonds, Shares, etc. |
The provisions of the Act on Transfer
of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued or transferred upon exercise of each Stock
Acquisition Right.
| Article 5 |
(Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition) |
1. Notwithstanding
Item (4) of Article 3 above, one-third of the aggregate number of the Stock Acquisition Rights allocated to the Qualified Person (any
fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “First Exercisable Portion”)
is exercisable as from and including the commencement date of the period provided for in Item (4) of Article 3 (hereinafter referred to
as the “Commencement Date of Exercisable Period”), half of the number of the Stock Acquisition Rights after deduction of the
First Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person (any fraction less
than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “Second Exercisable Portion”) is
exercisable as from and including November 25, 2026 and the balance of the Stock Acquisition Rights after deduction of the First Exercisable
Portion and the Second Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to such Qualified Person
is exercisable as from and including November 25, 2027.
2. In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for Terms,
Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange Act, hereinafter
collectively referred to as the “Sony Group Companies”) by falling under any of the following Items, the exercise of the Stock
Acquisition Rights shall be subject to the restrictions provided for in such following Item; provided, however, that in no case may any
Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.
| (1) | If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to
the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
The Qualified Person may not exercise
the Stock Acquisition Rights on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit
Date”);
| (2) | If the Qualified Person forfeits such status due to his/her death: |
Subject to the provision of Article
7, the heir of the Qualified Person may exercise the Stock Acquisition Rights which are exercisable pursuant to Paragraph 1 of this Article
as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Stock Acquisition Rights”) until and including
the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this
one (1) year period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period),
but may not exercise the Stock Acquisition Rights which are not exercisable pursuant to Paragraph 1 of this Article as of the Status Forfeit
Date (hereinafter referred to as the “Unexercisable Stock Acquisition Rights”) on and after the Status Forfeit Date; provided,
however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of
the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable
Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person
may exercise the Unexercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the
date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation,
the immediately preceding business day shall be the last day of such period) subject to the provision of Article 7; and
| (3) | If the Qualified Person forfeits such status due to any other events: |
The Qualified Person may exercise the
Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period), but may not exercise the Unexercisable Stock Acquisition Rights on and after the Status
Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Stock Acquisition Rights,
all of the Unexercisable Stock Acquisition Rights shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable
Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise
the Unexercisable Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately
following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period).
3. The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:
| (1) | If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such
competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation
determines not to permit the exercise by such Qualified Person of the Stock Acquisition Rights allocated to such Qualified Person. |
| (2) | If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against
the Corporation or the Sony Group Companies. |
| (3) | If the Qualified Person violates any provision of this Agreement. |
4. The
Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Stock Acquisition Rights.
5. In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.
| Article 6 |
(Procedures for Exercising the Stock Acquisition Rights) |
Procedures for exercising the
Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement, and in addition, detailed
matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option Program” separately provided
and delivered by the Corporation to the Qualified Person no later than the Commencement Date of Exercisable Period.
| Article 7 |
(Inheritance of the Stock Acquisition Rights) |
1. In
case that the Qualified Person dies, the heir of such Qualified Person may, pursuant to this Article, other provisions of this Agreement
and conditions to be provided separately by the Corporation, succeed to and exercise the outstanding Stock Acquisition Rights; provided,
however, that the heir of such Qualified Person may not exercise the Stock Acquisition Rights if such Qualified Person has given a prior
written notice to the Corporation in the form prescribed by the Corporation to the effect that such Qualified Person does not allow the
heir to exercise the Stock Acquisition Rights. In case that the Qualified Person dies after he/she forfeits the status as a director,
corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due to any events provided for in each
Item of Article 5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may exercise the Stock Acquisition Rights during
the period from and including such Qualified Person’s Status Forfeit Date to and including the day on which the exercisable period
provided for in the said each Item elapses, to the extent that such Qualified Person may exercise as provided for in the said each Item;
provided, however, that in no case any Stock Acquisition Rights may be exercised after the period provided for in Item (4) of Article
3.
2. In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) heir to succeed to the Stock Acquisition
Rights (hereinafter referred to as the “Successor”).
3. In
case that the Successor dies, any heir of the Successor may not exercise the Stock Acquisition Rights.
4. Heirs
of the Qualified Person must, in cooperation, file with or submit to the Corporation the following matters and documents immediately after
the commencement of the inheritance:
| (1) | Certified copy of family register, etc. (Those issued within three (3) months or less are required); |
| (2) | Seal registration certificate of the heirs (Those issued within three (3) months or less are required); |
| (3) | Legacy division agreement or any other similar document necessary to certify the division of the legacy; |
| (4) | Document to verify the name and address of the Successor or in case that the Successor resides outside
Japan, his/her contact address in Japan; and |
| (5) | Any other matters or documents designated by the Corporation. |
5. In
case that no agreement in respect of the division of the legacy is reached between or among the heirs of the Qualified Person, heirs of
the Qualified Person shall forthwith designate their representative and notify the Corporation to such effect. In such case, the representative
of the heirs shall file with or submit to the Corporation the matters and documents mentioned in the preceding Paragraph as soon as an
agreement is reached.
6. Each
provision, excluding this Article, of this Agreement shall be applicable to the Successor to the extent of their meaning.
| Article 8 |
(Taxes and Expenses) |
The Qualified Person shall
pay all taxes or other governmental charges, which may be imposed in connection with the exercise of the Stock Acquisition Rights, at
such Qualified Person’s own expense and responsibility. This shall apply to all costs and expenses that may arise in connection
with the exercise of the Stock Acquisition Rights.
| Article 9 |
(Compliance with Financial Instruments and Exchange Act, Etc.) |
1. The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise
of the Stock Acquisition Rights, comply with the Financial Instruments and Exchange Act of Japan, any other applicable laws and regulations
including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading established by the Corporation.
2. The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon exercise
of the Stock Acquisition Rights, confirm in advance with the Legal Division of the Corporation or a subsidiary of the Corporation (or
any other department in charge of such matters at the time), whether or not such sale will contravene Articles 166 and/or 167 (provisions
relating to insider trading) of the Financial Instruments and Exchange Act of Japan.
| Article 10 |
(Treatment in Events of Corporate Transaction and Proceeding) |
1. In
the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation is
not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which
the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution or liquidation
of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or any other similar transaction
or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding to execute an agreement providing
that a holder of the Stock Acquisition Rights shall have the right during the term to exercise the Stock Acquisition Rights and upon the
exercise of the Stock Acquisition Rights to receive the class and amount of shares and other securities and property receivable upon such
transaction or proceeding by a holder of the number of shares in respect of which the Stock Acquisition Rights could have been exercised
immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of
such transaction or proceeding, each Stock Acquisition Right outstanding immediately prior to such transaction or proceeding (whether
or not then exercisable).
2. In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval
at the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately preceding
Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of such
transaction or proceeding and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights, immediately prior
to, and subject to, the consummation of such transaction or proceeding.
| Article 11 |
(Condition Subsequent) |
This Agreement shall terminate, automatically,
without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer,
officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.
| Article 12 |
(Compliance with Foreign Laws and Regulations) |
1. If
it is necessary for the reason that the Qualified Person is deemed a resident of any country other than Japan or for any other reason
so that, pursuant to any laws or regulations (including those of any country other than Japan) applicable to such Qualified Person, such
Qualified Person or the Corporation shall be required to perform or comply with certain procedures for allocating, holding or exercising
the Stock Acquisition Rights thereunder, such Qualified Person shall notify the Corporation in advance of the necessity to perform or
comply with such procedures and the contents thereof, and perform or comply with such procedures that are required to be performed or
complied with by such Qualified Person himself or herself, and request the Corporation to perform or comply with the procedures that are
required to be performed or complied with by the Corporation (hereinafter referred to as the “Corporation’s Procedures”).
In case that the request shall be made by the Qualified Person for the Corporation to perform or comply with the Corporation’s Procedures,
the Corporation shall independently consider the necessity for the performance or compliance, and, if the Corporation shall come to the
conclusion that it is necessary to do so, it shall perform or comply with the Corporation’s Procedures.
2. The
Qualified Person shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately preceding
Paragraph, and shall keep the Corporation fully indemnified against all such costs, expenses and damages, which may arise or which the
Corporation may incur in connection with such procedures.
| Article 13 |
(Representations, Warranties, Covenants and Confirmations) |
The Qualified Person shall
represent, warrant, covenant and confirm the matters set forth in Exhibit 4 of this Agreement for the benefit of the Corporation. The
following terms included in Exhibit 4 shall have the following meaning:
“Allocation Agreement”
means this Agreement;
“Corporation” means the
Corporation;
“Qualified Person” means
the Qualified Person; and
“Option” means the Stock
Acquisition Rights.
| Article 14 |
(Amendment to this Agreement and Treatment of Matters Not Provided for in this 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 related laws or regulations of Japan, or if this Agreement becomes not in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, with notice to the
Qualified Person, adequately establish, amend or eliminate the subject provisions.
2. With
respect to matters not provided for in this Agreement or the “Guide to the Sony Stock Option Program”, 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 bring an agreement, such matters shall be decided by the Corporation.
| Article 15 |
(Manner of Notice) |
Notices by the Corporation
to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:
| (1) | delivering (including mailing) a written notice to the address of the Qualified Person set forth in the
register of the Stock Acquisition Rights; |
| (2) | sending documents to the Qualified Person at his/her department in the Corporation (including any Sony
Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any Sony Group Company); |
| (3) | giving notice on the web site of the Corporation (including any Sony Group Company); or |
| (4) | giving notice on Equity Gateway.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB |
| Article 16 |
(Governing Law and Jurisdiction) |
This Agreement shall be governed
by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction in the first instance
for settling any and all disputes that arise under or in connection with this Agreement.
(English translation)
Exhibit 2
TERMS AND CONDITIONS OF THE FIFTY-FIRST SERIES
OF
STOCK ACQUISITION RIGHTS
FOR SHARES OF COMMON STOCK OF SONY GROUP CORPORATION
These
terms and conditions of the stock acquisition rights shall apply to the Fifty-First Series of Stock
Acquisition Rights for Shares of Common Stock (hereinafter referred to as the “Stock Acquisition Rights”) of Sony Group Corporation
(hereinafter referred to as the “Corporation”) issued on November 25, 2024 by the Corporation in accordance with the decision
of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024:
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1. Aggregate Number of Stock Acquisition Rights
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28,670 |
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2. Class and Number of Shares to be Issued or Transferred upon Exercise
of Stock Acquisition Rights
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The class of shares to be issued or transferred
upon exercise of the Stock Acquisition Rights shall be shares of common stock, and the number of shares to be issued or transferred upon
exercise of each Stock Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be 100 shares.
The aggregate number of shares to be issued or
transferred upon exercise of the Stock Acquisition Rights shall be 2,867,000 shares of common stock of the Corporation (hereinafter referred
to as the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted pursuant to Condition 3 below,
the aggregate number of shares to be issued or transferred upon exercise of the Stock Acquisition Rights shall be adjusted to the number
obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the Stock Acquisition Rights as prescribed
in Condition 1 above.
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| 3. Adjustment of Number of Granted Shares |
(1) In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula: |
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Number of
Granted Shares after adjustment |
= |
Number of
Granted Shares
before adjustment |
x |
Ratio of split or
consolidation |
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(2) An adjustment to the Number of Granted Shares
under the immediately preceding Item shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights
which have not been exercised at the time of the adjustment. Any
fraction less than one (1) share resulting from the adjustment shall be disregarded.
(3) The effective date of the Number of Granted
Shares after adjustment shall be the same day as the date on which the Exercise Price after adjustment becomes effective as provided for
in Item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the same reason as the adjustment
of the Number of Granted Shares.
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| (4) When the Number of Granted Shares is adjusted, the Corporation shall give notice of necessary matters to each holder of the Stock Acquisition Rights registered in the register of Stock Acquisition Rights, no later than the day immediately preceding the effective date of the Number of Granted Shares after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date. |
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4. Amount to be paid in exchange for Stock Acquisition Rights
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The amount of money to be paid in exchange
for the Stock Acquisition Rights shall be the amount obtained by multiplying the option price per share of common stock (calculated using
the Black-Scholes model based on the basic figures in (ii) through (vii) below), by the number of shares to be received by exercising
the Stock Acquisition Rights.
i. Option
price per share of common stock (C)
ii. Share
price (𝑆): The closing price of the Corporation’s common stock in regular trading on the Tokyo Stock Exchange (the “Closing
Price”) on November 22, 2024 (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading
day)
iii. Exercise
price (𝐾): The average Closing Price for the ten (10) consecutive trading days (excluding days on which there is no Closing Price)
immediately prior to the allotment date of such Stock Acquisition Rights; provided, however, that if such calculated price is lower than
the Closing Price on the trading day immediately preceding the allotment date of the Stock Acquisition Rights (if there is no Closing
Price on such date, the Closing Price on the immediately preceding trading day), the Exercise price (𝐾) shall be the Closing
Price on the trading day immediately preceding the allotment date of the Stock Acquisition Rights.
iv. Estimated
remaining years (t):5.70 years
v. Volatility
(𝜎): The volatility rate of the share price based on the Closing Prices during the span of 5.70 years (from March 25, 2019 to
November 22, 2024).
vi. Risk-free
rate (𝑟): Interest rate on Japanese government bonds whose remaining years correspond to the estimated remaining years.
vii. Dividend
Yield (𝑞): Dividend per share (expected dividend for the year ending March 31, 2025) / share price (S) above
viii. Cumulative density function of the standard normal distribution: (N (・))
The payment of the amount
to be paid by the allottee of the Stock Acquisition Rights in exchange for the Stock Acquisition
Rights multiplied by the number of Stock Acquisition Rights by the Corporation to the allottee of
the Stock Acquisition Rights (the “Total Amount to be Paid”) will be made by
offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which
will be granted to the allottee of the Stock Acquisition Right by the Corporation, if the allottee of the Stock Acquisition Rights is
a corporate executive officer or an employee of the Corporation, or, (ii) remuneration claims in an amount equal to the Total Amount
to be Paid, which will be granted to the allottee of the Stock Acquisition Right by subsidiaries
of the Corporation and assumed by the Corporation, if the allottee of the Stock Acquisition Rights is a director, officer or an employee
of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the allottee of the Stock Acquisition Rights on the
Allotment Date for the purpose of paying the Total Amount to be Paid. However, the aforementioned
remuneration claims shall be granted on the condition that the allottee of the Stock Acquisition Rights enters into an allocation agreement
with the Corporation. |
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5. Allotment Date of Stock Acquisition Rights
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November 25, 2024 (hereinafter referred to as the “Allotment Date”) |
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6. Amount of Assets to be Contributed upon Exercise of Stock Acquisition
Rights
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The amount of assets to be contributed upon exercise
of the Stock Acquisition Rights shall be the amount obtained by multiplying the amount to be paid per share to be issued or transferred
upon exercise of the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”) by the Number of Granted Shares.
The Exercise Price shall be the number that can be found on My Equity of Equity Gateway.
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB
Provided, however, that if the Closing Price on
the trading day immediately preceding the Allotment Date (if there is no Closing Price on such date, the Closing Price on the immediately
preceding trading day) is higher than the above mentioned number displayed on My Equity of Equity Gateway, then the amount
equal to the Closing Price on the trading day immediately preceding the Allotment Date shall be the initial Exercise Price.
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7. Adjustment of Exercise Price
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(1) In the event that the Corporation conducts
a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock after the Allotment
Date of the Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction
less than one (1) yen resulting from the adjustment shall be rounded up to the nearest one (1) yen:
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Exercise
Price after
adjustment |
= |
Exercise
Price before
adjustment |
× |
1 |
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(2) In the case that the Exercise Price is adjusted
pursuant to the immediately preceding Item, the effective date of the Exercise Price after adjustment shall be as set forth below:
The Exercise Price after adjustment shall become
effective, in the case of a stock split, on and after the day immediately following the record date for such stock split, and in the case
of a stock consolidation, on and after the effective date thereof.
(3) In addition to the cases in Item (1) of this
Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to be appropriate
by the Corporation in the following cases.
(i) When
the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or reduction
of the amount of capital of the Corporation.
(ii) In
addition to Item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that causes or may cause
a change in the total number of the issued Common Stock.
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(4) When the Exercise Price is adjusted, the Corporation
shall give notice of necessary matters to each holder of the Stock Acquisition Rights registered in the register of Stock Acquisition
Rights, no later than the day immediately preceding the effective date of the Exercise Price after adjustment; provided, however, that
if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall
promptly give such notice on or after such effective date.
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8. Period during which Stock Acquisition Rights May be Exercised
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From and including November 25, 2025, up to and
including November 24, 2034. If the last day of such period falls on a holiday of the Corporation, the immediately preceding business
day shall be the last day of such period.
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9. Conditions for Exercise of Stock Acquisition Rights
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(1) No Stock Acquisition Right may be exercised
in part.
(2) In the event of a resolution being passed
at a general meeting of shareholders of the Corporation for an agreement for any consolidation, amalgamation or merger (other than a consolidation,
amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general
meeting of shareholders of the Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting
of the Board of Directors of the Corporation) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer
(kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, the Stock Acquisition
Rights may not be exercised on and after the effective date of such consolidation, amalgamation or merger, such share exchange (kabushiki-kokan),
or such share transfer (kabushiki-iten).
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| 10. Restrictions under the U.S. Securities Act and Other Matters |
The Corporation shall not be obligated to effect
the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred upon exercise
of the Stock Acquisition Rights or to effect similar compliance under any similar laws. Notwithstanding anything herein to the contrary,
the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant to these terms and conditions
unless and until the Corporation is advised by its legal counsel that the issuance and delivery of such Common Stock is in compliance
with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common
Stock is traded. The Corporation may require, as a condition to the issuance and transfer of the Common Stock pursuant to these terms
and conditions, that the recipient of such Common Stock make such covenants, agreements and representations, and that records and any
other documentation of such Common Stock bear such legends, as the Corporation deems necessary or desirable. The exercise of any Stock
Acquisition Right granted hereunder shall only become effective at such time as counsel to the Corporation shall have determined that
the issuance and transfer of the Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental
authorities and the requirements of any securities exchange on which the Common Stock is traded.
The Corporation may, In its sole discretion, defer
the effectiveness of the exercise of a Stock Acquisition Right granted hereunder to allow the issuance and transfer of the Common Stock
upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance available under
federal or state securities laws. The Corporation shall inform the holder of such Stock Acquisition Right in writing of the decision to
defer the effectiveness of the exercise of such Stock Acquisition Right granted hereunder. During the period that the effectiveness of
the exercise of a Stock Acquisition Right has been deferred, the holder of such Stock Acquisition Right may, by a written notice, withdraw
such exercise and obtain the refund of any amounts paid in connection with such exercise.
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11. Mandatory Repurchase of Stock Acquisition Rights
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Not applicable. |
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12. Restrictions on Acquisition of Stock Acquisition Rights through
Transfer
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The Stock Acquisition Rights cannot be acquired through transfer, unless such acquisition is expressly approved by the Board of Directors of the Corporation. |
| 13. Application for Exercise of Stock Acquisition Rights and Manner of Payment |
(1) In the case of exercise of the Stock Acquisition
Rights, the holder of the Stock Acquisition Rights shall fill in necessary matters on the “Application Form for Exercise of the
Stock Acquisition Rights” in the form designated by the Corporation, and shall submit such application form (including application
for exercise of the Stock Acquisition Rights in an electromagnetic manner. Hereinafter the same applies) to the place where applications
for exercise of the Stock Acquisition Rights are made as provided for in Condition 14, after affixing his or her name and seal or signature
(including electronic signature) thereon. The Application Form for Exercise of the Stock Acquisition Rights shall be accepted at the place
where applications for exercise of the Stock Acquisition Rights are made only on a business day at such place. |
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(2) With submission of the Application Form
for Exercise of the Stock Acquisition Rights as provided in (1) above, the entire amount of the Exercise Price to be paid in upon exercise
of the Stock Acquisition Rights (hereinafter referred to as the “Amount of Payment”) shall be paid in cash to an account
designated by the Corporation (hereinafter referred to as the “Designated Account”) at the payment handling place provided
for in Condition 15 at or before the date and time designated by the Corporation.
(3) Any holder of the Stock Acquisition Rights
who has submitted the documents required for exercise of the Stock Acquisition Rights to the place where applications for exercise of
the Stock Acquisition Rights are made, may not cancel such exercise thereafter.
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14. Place where Applications for Exercise of Stock Acquisition Rights
are Made
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Corporate Human Resources (or any division in
charge of the relevant service from time to time) of Sony Group Corporation.
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15. Payment Handling Place on Exercise of Stock Acquisition Rights
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Sumitomo Mitsui Banking Corporation, Head Office
(or any successor bank of such bank from time to time and/or any successor office of such office).
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| 16. Effective Date and Time of Exercise of Stock Acquisition Rights |
The exercise of the Stock Acquisition Rights shall
become effective when an Application Form for Exercise of the Stock Acquisition Rights referred to in Item (1) of Condition 13 (including
documents or electromagnetic records that include necessary matters for exercise of stock acquisition rights among noticed matters by
application for exercise of the Stock Acquisition Rights in an electromagnetic manner) which is accepted at the place where applications
for exercise of the Stock Acquisition Rights are made are delivered to the payment handling place provided for in Condition 15 and the
Amount of Payment is duly paid to the Designated Account.
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| 17. Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance of Shares upon Exercise of Stock Acquisition Rights |
(1) The amount of capital increased by the issuance
of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by multiplying the maximum limit of capital increase,
as calculated in accordance with the provisions of Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, by 0.5, and any
fraction less than one (1) yen arising as a result of such calculation shall be rounded up to the nearest one (1) yen.
(2) The amount of additional paid-in capital increased
by the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by deducting the capital to be increased,
as provided in (1) above, from the maximum limit of capital increase, as also provided in (1) above.
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| 18. Handling of Matters Relating to Abolition of Unit Share System |
In the case that the Corporation abolishes the
unit share system after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for handling the
related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of
Japan and consistent with these terms and conditions.
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| 19. Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations |
In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions. |
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(English translation)
Exhibit 3
EXERCISE PERIOD (TAX ELIGIBLE)
Set forth below are the provisions
concerning the conditions and restrictions of exercise or disposition of the Stock Acquisition Rights provided for in Article 2 of Exhibit
1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (including
exhibits; hereinafter referred to as the “Agreement”) and the period during which the Stock Acquisition Rights may be exercised
provided for in Item (4) of Article 3 of Exhibit 1 of the Agreement. Unless otherwise provided for, the terms used in this Exhibit 3 shall
have the same meaning as used in the main body and Exhibit 1 of the Agreement.
1. (Period
during which the Stock Acquisition Rights may be exercised)
The Qualified Person may exercise the Stock Acquisition
Rights during the period from and including November 9, 2026 to and including November 8, 2034 (if the last day of such period falls on
a holiday of the Corporation, the immediately preceding business day shall be the last day of such period, subject to the restriction
of exercise provided for in Paragraph 1 of Article 5 of Exhibit 1 of the Agreement.).
2. (Method
of exercise of the Stock Acquisition Rights)
| (1) | In order to be entitled to the special taxation measure (hereinafter referred to as the “Special
Taxation Measure”) provided for in Article 29-2 of the Act on Special Measures Concerning Taxation, the Qualified Person shall be
subject to the following provisions, as for the exercise of the Stock Acquisition Rights, as well as the conditions provided for in the
Terms and Conditions and Exhibit 1 of the Agreement. |
(i) Total amount
of exercise price with respect to the exercise of the Stock Acquisition Rights for one (1) calendar year (from and including January 1
to and including December 31) shall not exceed 12,000,000.
(ii) The shares that
the Qualified Person acquires upon exercise of the Stock Acquisition Rights shall be delivered through the account that the Qualified
Person opens in his/her name at a sales office or a business office of a financial instruments business operator, etc. for the purposes
of (a) writing or recording his/her transaction with respect to the stock option in a transfer account book and/or (b) holding such shares
on his/her behalf. Such account shall be opened pursuant to an agreement for the above-mentioned purposes entered into between the Corporation
and such financial instruments business operator, etc. in accordance with Article 29-2, Paragraph 1, Item 6 of the Act on Special Measures
Concerning Taxation. Information on such financial instruments business operator, etc. is described in the “Guide to the Sony Stock
Option Program” provided for in Article 6 of Exhibit 1 of the Agreement.
(iii) The Qualified
Person shall comply with the procedures set forth in the “Guide to the Sony Stock Option Program” as specified procedures
required by the relevant law to be entitled to the Special Taxation Measure.
| (2) | In the case where the Qualified Person is a major shareholder or a person involved with a major shareholder,
which is specified in the Act on Special Measures Concerning Taxation or may not be entitled to the above Special Taxation Measure pursuant
to such Act, Items (i) and (iii) of the immediately preceding Paragraph shall not apply to such Qualified Person. |
(English translation)
Exhibit 3
EXERCISE PERIOD (TAX INELIGIBLE)
Set forth below are the provisions
concerning the conditions and restrictions of exercise or disposition of the Stock Acquisition Rights provided for in Article 2 of Exhibit
1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (including
exhibits; hereinafter referred to as the “Agreement”) and the period during which the Stock Acquisition Rights may be exercised,
which is provided for in Item (4) of Article 3 of Exhibit 1 of the Agreement. Unless otherwise provided for, the terms used in this Exhibit
3 shall have the same meaning as used in the main body and Exhibit 1 of the Agreement.
1. (Period
during which the Stock Acquisition Rights may be exercised)
The Qualified Person may exercise the Stock Acquisition
Rights during the period from and including November 25, 2025 to and including November 24, 2034 (if the last day of such period falls
on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period, subject to the restriction
of exercise provided for in Paragraph 1 of Article 5 of Exhibit 1 of the Agreement.).
2. (Method
of delivery of shares)
The shares that the Qualified Person acquires
upon exercise of the Stock Acquisition Rights shall be delivered through the account which the Qualified Person opens in his/her name
at a sales office or a business office of a financial instruments business operators, etc. for writing or record in a transfer account
book or custody of the shares with respect to the stock option pursuant to the arrangements for writing or record in a transfer account
book or delegation of custody of the shares entered into between the Corporation and such financial instruments business operators, etc.
Information on such financial instruments business operators, etc. is described in the “Guide to the Sony Stock Option Program”
provided for in Article 6 of Exhibit 1 of the Agreement.
Exhibit 4
REPRESENTATIONS AND WARRANTIES FOR NON-US PARTICIPANTS
The Qualified Person confirms the following matters
pursuant to Article 13 of Exhibit 1 attached to the Allocation Agreement.
1. (Employment
Contract)
I understand that nothing in the Sony
Group Corporation Stock Acquisition Rights Plan (the “Plan”) terms form part of my employment contract, unless my employment
contract expressly states otherwise. Participation in the Plan does not create any right to continued employment.
I understand that neither the participation
in the Plan nor the grant of the Stock Acquisition Rights (hereinafter referred to as the “Options” in this Exhibit 4) creates
any rights to participate in the Plan or to be granted any stock acquisition right, Option or award in the future. The Plan may cease
to be operated in the future although any existing Options granted under the Plan will continue in accordance with the Allocation Agreement,
Exhibits, and the Terms and Conditions.
I understand that I have no claim or
right of action in respect of any decision, omission or discretion which may operate to my disadvantage even if it is unreasonable, irrational
or might otherwise be regarded as being in breach of any duty, except as set out in the relevant Plan documentation.
I understand I have no right to compensation
for any loss in relation to the Plan, including any loss in relation to:
| ● | a reduction of rights or expectations under the
Plan in any circumstances (including lawful or unlawful termination of employment); |
| ● | any exercise of a discretion or a decision taken
in relation to an award or to the Plan, or any failure to exercise a discretion or take a decision; and |
| ● | the operation, suspension, termination or amendment
of the Plan. |
I understand that as the grant by the
Corporation is entirely discretionary, the benefits and rights acquired under the Plan do not constitute “base salary” or
other regular employment earnings and that nothing in the rules or operation of the Plan forms part of my contract of employment or employment
relationship, which rights are separate from and not affected by, the Plan. I understand and agree that under no circumstances will the
benefits derived from the Plan be included as part of my employment earnings for purposes of calculating any of the Corporation’s
and/or the Sony group companies’ (hereinafter referred to as the “Sony Group Companies” in this Exhibit 4) (including
my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data
Protection)
[Other than China]
I consent to the collection, use and
disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary
for the administration of the Plan.
Subject to legislative requirements,
the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock
Option Plan, Corporate Human Resources, Sony Group Corporation (in accordance with the contact information provided to me under separate
cover), if I have any queries in respect of the statement.
I understand that the information provided
to the Corporation, the companies in the Sony group (including my employer), and/or to their duly authorized third party designee(s) retained
for the purpose of assisting the Corporation or the Sony Group Companies with administration of the Options and provided in relation to
the Plan will be used in relation to the administration of my Options under the Plan.
The Corporation and/or any of the companies
in the Sony group (including my employer) may give information to others (including people acting as agents of the Corporation and/or
any of the companies in the Sony group) in connection with the administration of the Plan on the understanding that they will keep the
information secure.
In order to process the information,
the Corporation and/or companies in the Sony group (including my employer) may transfer the information to other countries that may have
a different level of statutory protection for my information than in my home country.
I understand that I have a right to
access certain information that the Plan holds about me and in order to exercise this right, I can contact the Secretariat of the Stock
Option Plan, Corporate Human Resources, Sony Group Corporation (in accordance with the contact information provided to me under separate
cover).
[China (Instead of the wording above):
I consent to the collection, use, disclosure
and process by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary
for the administration of the Plan.
Subject to legislative requirements,
the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock
Option Plan, Corporate Human Resources, Sony Group Corporation (in accordance with the contact information provided to me under separate
cover), if I have any queries in respect of this statement.
I understand that the information provided
to the Corporation, the companies in the Sony group (including my employer), and/or to their duly authorized third party designee(s) retained
for the purpose of assisting the Corporation or the Sony Group Companies with administration of the Options and provided in relation to
the Plan will be used in relation to the administration of my Options under the Plan.
The Corporation and/or any of the companies
in the Sony group (including my employer) may give information to others (including people acting as agents of the Corporation and/or
any of the companies in the Sony group) in connection with the administration of the Plan on the understanding that they will keep the
information secure and will duly provide you with the third party recipient’s name, contact information and other information as required
by applicable laws and authorities.
In order to process the information,
the Corporation and/or companies in the Sony group (including my employer) may transfer the information to other countries that may have
a different level of statutory protection for my information than in my home country. I understand that the transfer of my personal information
outside of China is subject to the PRC Personal Information Protection Law and I am entitled to the statutory remedies thereunder.
I understand that I have a right to
access certain information that the Plan holds about me and in order to exercise this right, I can contact the Secretariat of the Stock
Option Plan, Corporate Human Resources, Sony Group Corporation (in accordance with the contact information provided to me under separate
cover).
3. (Payment
of Tax, Social Security or Other Amounts)
I acknowledge that I am responsible
for and indemnify each relevant member of the Sony Group Companies against any federal, state, local and foreign taxes or social security
liability in connection with my Options (“Tax Liability”), and I authorize the Corporation and companies in the Sony group
(including my employer) to withhold any amounts or make such arrangements as they consider necessary to meet any liability due to taxation,
social security or other amounts in respect of my participation in the Plan. These arrangements may include the sale or reduction in number
of any shares of the Corporation (hereinafter referred to as the “Shares”) or the cash payment of all (or as nearly equivalent
as reasonably possible) or any portion of the Tax Liability on my behalf, subject to my indemnification and repayment obligation hereunder,
unless I, as the participant in the Plan, discharge the liability myself.
4. (Tax
Filings)
By signing the Allocation Agreement,
I agree to:
| (1) | make all necessary personal tax filings in the territory where I am tax resident in relation to this Plan; |
| (2) | make any required foreign exchange filings or notifications in relation to my holding of rights under
the Plan in the territory where I am foreign exchange resident; and |
| (3) | comply with any requirements to notify my employer of my interests in rights relating to the Shares (whether
these requirements are based on the internal rules of the Corporation, the Sony group, my employer or applicable law). |
5. (Pensions)
I understand and agree that this grant
of Options to me will not affect my pension rights in any way. No additional contributions will be made by the Corporation or by any other
member of the Sony group (including my employer) as a result of my participation in this Plan. Any pension I may receive will not be increased
by my participation in this Plan.
6. (Tax
Treatment)
I understand and agree that neither the
Corporation nor any member of the Sony group (including my employer) has arranged for any special tax treatment to apply to these Options
other than those expressly stated in the Allocation Agreement, if any. The Options are not tax qualified in any jurisdiction unless otherwise
expressly stated in the Allocation Agreement.
[China:
| 合格参与计划人员理解并同意，在Sony Group Corporation通知其中国的外汇登记所需手续已完成之前，其不可行使股票期权。 |
The Qualified Person understands and agrees that
he/she may not exercise the Options until and unless Sony Group Corporation notifies him/her that the necessary procedure for foreign
exchange registration in China is completed.
|
|
合格参与计划人员确认其认可并理解下述事项。
1 (i)股权激励计划项下可行使的股票期权本质上是外国的股票期权，不适用中华人民共和国的证券法律法规；(ii)股权激励计划项下的股票期权的授予、赋权、行使及任何其它处分均不得以任何方式被解释为在中国境内公开发行证券；(iii)如果中华人民共和国的任何证券法律法规将予适用，则Sony
Group Corporation有权对股权激励计划的任何部分或股票期权进行必要的变更或修改，以使其符合所适用的中华人民共和国的证券法律法规。
|
The Qualified Person confirms that he/she acknowledges
and understands the following matters.
1 (i) The Options available under the Plan are foreign
in nature and are not subject to the PRC securities laws and regulations; (ii) the grant, vesting, exercise and any other disposal of
the Options under the Plan shall not in any manner be construed as a public offering of securities within the territory of China; (iii)
if any PRC securities laws or regulations are to apply, the Corporation is entitled to make necessary changes or modifications to any
part of the Plan or the Options so as to be in compliance with the applicable PRC securities laws and regulations.
|
|
2 Sony Group Corporation和/或索尼集团公司可以根据所适用的法律之要求扣缴合格参与计划人员在中华人民共和国的相关个人所得税。
|
2 The Corporation and/or Sony Group Companies
may withhold relevant PRC individual income tax of the Qualified Person as required by applicable laws.
|
|
3 通过签订分配协议，本人同意：(i)股权激励计划与本人和本人雇主之间的劳动关系无关且并不影响该等劳动关系，股票期权不构成本人工资或薪金的任何部分；以及(ii)本人参与该计划可能存在风险，包括但不限于股票期权的不可流动性以及可适用的市场价格的波动性。
|
3 By signing the Allocation Agreement, I agree
that: (i) the Plan has nothing to do with or affect my employment relationship with my employer and the Option does not constitute any
of my wages or salaries; and (ii) risks may exist for my participation of such Plan, including but not limited to the non-transferability
of the Options and the volatility of the applicable market price. ]
|
[Malaysia:
If you are employed in Malaysia, you should note
that the grant of Options in Malaysia constitutes or relates to an ‘excluded offer’, ‘excluded invitation’ and ‘excluded issue’ pursuant
to Sections 229 and 230 of the Malaysian Capital Markets and Services Act 2007. Copies of the Plan documents may have been delivered to
the Securities Commission of Malaysia. The Plan documents do not constitute, and may not be used for the purpose of, a public offering
or issue, offer for subscription or purchase, invitation to subscribe for or purchase of any securities requiring the registration of
a prospectus with the Securities Commission in Malaysia under the Capital Markets and Services Act 2007.]
[Mexico:
The Shares underlying your Option have not been
registered with the National Register of Securities maintained by the Mexican Banking and Securities Commission and may not be offered
or sold publicly in Mexico. The Plan documents may not be publicly distributed in Mexico. These materials are addressed to you only because
of your existing labor relationship with Sony de Mexico, S.A. de C.V. and may not be reproduced or copied in any form. The offer contained
in these materials is addressed solely to the present employees of Sony de Mexico, S.A. de C.V. in Mexico and any rights under the Plan
may not be assigned or transferred. The Shares underlying your Option will be offered pursuant to a private placement exception under
the Mexican Securities Law.]
[United Kingdom:
This offer is being made to the Qualified Person
as part of the Plan in order to provide an additional incentive and to encourage employee share ownership and to increase the Qualified
Person’s interest in the success of the Corporation. The company offering these rights is Sony Group Corporation, 7-1, Konan 1-chome,
Minato-ku, Tokyo. The Shares which are the subject of these rights are new and/or existing shares of 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.
Details of the offer can be found in the Allocation
Agreement.
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 2,867,000.
Nothing in the terms of the Options or any communication
issued to the Qualified Person in connection with the Options is intended to constitute investment advice in relation to the Options.
If the Qualified Person is in any doubt as to whether to proceed in participating in this Plan or in connection with the Qualified Person’s
own financial or tax position, he/she is recommended to seek advice from a duly authorised independent adviser.]
SONY GROUP CORPORATION S-8
Exhibit 4.2
(52nd Series Non-US Participants)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY GROUP CORPORATION
FOR THE FISCAL YEAR 2024
SONY GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as of November 22, 2024 as follows in connection with the allocation of the stock acquisition rights (hereinafter referred to as the “Options”) to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Options (hereinafter referred to as the “Terms and Conditions”) set forth in Exhibit 1 attached hereto and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024. Unless otherwise provided for, the terms used in Exhibits attached hereto shall have the same meaning as used in this Agreement:
| Article 1 |
(Purpose and Administration) |
The primary purpose of allocating the Options to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement of the business performance of the Sony Group (the Corporation and its group companies) and thereby improve such business performance by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation. This Agreement and the Terms and Conditions shall be administered by the Corporation, and such representative corporate executive officers or other persons as the Corporation may designate from time to time who represent the Corporation in respect of this Agreement, the Terms and Conditions and the Options.
| Article 2 |
(Restrictions under the Terms and Conditions and this Agreement) |
The Options shall be subject to (1) the Terms and Conditions, which are attached to this Agreement as Exhibit 1, and (2) the conditions and restrictions provided for in this Agreement. The Qualified Person agrees to be bound by the conditions and restrictions set forth in the Terms and Conditions and this Agreement. Notwithstanding the provisions of the Terms and Conditions, the exercise of the Options is further subject to such additional conditions as set forth herein. In particular, the exercise of the Options is subject to the restrictions under Articles 5 and 7.
| Article 3 |
(Subscription for and Allocation of the Options) |
The Qualified Person hereby applies for the subscription for _____ Options issued in accordance with the Terms and Conditions, and pursuant to this Agreement, the Corporation allocates such number of the Options to the Qualified Person in accordance with the following terms on November 25, 2024 (hereinafter referred to as the “Allotment Date”).
|
(1) |
Number of the Options allocated to the Qualified Person (hereinafter referred to as the “Allotted Number”): |
______________ (________ shares may be issued or transferred upon the exercise by the Qualified Person of all Options allocated to the Qualified Person pursuant to this Agreement.)
|
(2) |
Class and number of shares to be issued or transferred upon exercise of each Option: |
100 shares of common stock of the Corporation
|
(3) |
The amount to be paid per stock acquisition right upon the issuance of the Options (hereinafter referred to as the “Issue Price”) is as set forth in Exhibit 2 attached hereto. |
The payment of the amount of the Issue Price multiplied by the Qualified Person’s Allotted Number (hereinafter referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.
On the Allotment Date, the Qualified Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid, if the Qualified Person is an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables in relation to the relevant subsidiary’s remuneration obligation against the Qualified Person, which the Corporation has assumed from the relevant subsidiary pursuant to a cumulative debt assumption agreement entered into between the Corporation and the relevant subsidiary against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.
|
(4) |
Amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially as set forth in Exhibit 2 attached hereto. |
|
(5) |
Period during which the Options may be exercised: |
From and including November 25, 2025, to and including November 24, 2034 (hereinafter referred to as the “Term”). If the last day of such period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period. However, the applications for exercise of the Option must be made by November 15, 2034 (or, if such day is not a business day of the Corporation, the immediately preceding business day) and exercise of the Options is further subject to the restrictions provided for in Article 5.
The number of shares to be issued or transferred upon exercise of each Option and the Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.
| Article 4 |
(Information on Corporation and its Shares) |
|
(1) |
Trade name of the Corporation: |
SONY GROUP CORPORATION
|
(2) |
Total number of shares authorized to be issued by the Corporation: |
18,000,000,000 shares
|
(3) |
Number of shares constituting one (1) unit of shares: |
100 shares
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(Business office) Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
|
(5) |
Application of the Act on Transfer of Bonds, Shares, etc.: |
The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued or transferred upon exercise of each Option.
| Article 5 |
(Vesting, Conditions for Exercise of the Options and Prohibition of Disposition) |
|
(1) |
Vesting and exercise of the Options are further subject to the restrictions as set forth in Exhibit 3 attached hereto. |
|
(2) |
Except as provided in Article 7, the Options, whether vested or unvested, are nontransferable by the Qualified Person. |
|
(3) |
Exercise of the Options are further subject to any restriction on trading set forth under Sony Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies (hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time to time. |
|
(4) |
Exercise of the Options may be restricted for limited periods of time as deemed reasonably necessary by the Corporation to ensure proper administration (including but not limited to restrictions on exercise at or around the end of each fiscal quarter) and as communicated to the applicable Qualified Person. |
|
(5) |
In no circumstances shall any Qualified Person request the Corporation to purchase the Options held by him/her. |
| Article 6 |
(Procedures for Exercising the Options) |
Procedures for exercising the Options shall be provided for in the Terms and Conditions, and in addition, detailed matters concerning such procedures shall be provided for in a separate document to be separately provided and delivered by the Corporation or one of its subsidiaries to the Qualified Person no later than the date on which the Options held by the Qualified Person first become exercisable pursuant to Article 5.
| Article 7 |
(Inheritance of the Options) |
Upon the death of the Qualified Person, outstanding Options that are vested and exercisable and granted to such Qualified Person may be exercised only by the executors or administrators of the Qualified Person’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution, provided that no transfer by will or the laws of descent and distribution of any Option, or the right to exercise any Option, shall be effective to bind the Corporation unless the Corporation shall have been furnished with (a) a written notice thereof and a copy of the will and/or such evidence as the Corporation may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Options that are or would have been applicable to the Qualified Person (other than any terms and conditions relating to employment with the Corporation or one of its subsidiaries) and to be bound by the acknowledgements made by the Qualified Person in connection with the grant of the Options. Options that are not vested and exercisable at the death of the Qualified Person will terminate.
| Article 8 |
(Issuance of ADRs) |
1. The Corporation currently maintains an American Depositary Receipt program in the United States (hereinafter referred to as the “Sony American Depositary Receipt Program”) pursuant to which American Depositary Receipts or “ADRs” represent shares of common stock of the Corporation. During the time the Corporation maintains the listing of ADRs on a stock exchange in the United States, the Qualified Persons who exercise the Options will generally receive ADRs in lieu of shares of common stock of the Corporation as follows. Upon exercise of an Option, shares of common stock of the Corporation acquired upon the exercise of such Option shall be issued in the name of the depositary or its nominee under the Sony American Depositary Receipt Program for the benefit of the Qualified Person. Upon receipt of shares of common stock of the Corporation upon the exercise of an Option, the depositary under the Sony American Depositary Receipt Program shall immediately and automatically issue ADRs representing such shares of common stock of the Corporation in the name of the applicable Qualified Person and shall deliver such ADRs to such Qualified Person (or to an account held for the benefit of such Qualified Person) as soon as practicable following the effective date on which such issuance occurs. For simplicity, all references in this Agreement and the Terms and Conditions to shares of common stock of the Corporation will be deemed to also refer to ADRs.
2. Notwithstanding the immediately preceding Paragraph, if the Corporation determines to delist ADRs from a stock exchange in the United States, the Qualified Persons who exercise the Options will receive shares of common stock of the Corporation, and the Qualified Persons shall not raise any objections to such handling.
| Article 9 |
(Treatment in Events of Corporate Transaction and Proceeding) |
1. In the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation is not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or any other similar transaction or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding to execute an agreement providing that a holder of the Options shall have the right during the Term and upon the exercise of the Options to receive the class and amount of shares and other securities and property receivable upon such transaction or proceeding by a holder of the number of shares in respect of which the Options could have been exercised immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Option outstanding immediately prior to such transaction or proceeding (whether or not then exercisable).
2. In the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval at the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately preceding Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of such transaction or proceeding and give the Qualified Person the opportunity to exercise their Options (whether or not such Options are then vested or exercisable), immediately prior to, and subject to, the consummation of such transaction or proceeding.
| Article 10 |
(Withholding by the Corporation) |
In connection with Item (2) of Condition 13 of the Terms and Conditions, the Corporation or its designee is authorized to withhold from any payment relating to an Option or from any payroll or other payment to the Qualified Person, amounts of withholding and other taxes or fees due in connection with the Option, and to take any other action to the extent permissible under applicable law as the Corporation may deem advisable to enable the Corporation and the Qualified Person to satisfy obligations for the payment of withholding taxes, other tax obligations and other costs and fees relating to the Options. This authority shall include, either on a mandatory or elective basis in the discretion of the Corporation, authority (a) to withhold or receive shares of common stock of the Corporation or other property and (b) to make cash payments in respect thereof in satisfaction of the Qualified Person’s tax obligations and other costs and fees relating to the Options.
| Article 11 |
(Condition Subsequent) |
This Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.
| Article 12 |
(Compliance with the Applicable Securities Law, Etc.) |
The Qualified Person shall, in selling the shares of common stock of the Corporation acquired upon exercise of the Options, confirm in advance with the Corporation that such proposed sale is permissible under any and all applicable policies, programs, arrangements or other provisions relating to insider trading maintained by the Corporation or any of its subsidiaries and shall comply with any and all applicable laws and regulations, including but not limited to U.S. and Japanese laws.
| Article 13 |
(Representations, Warranties, Covenants and Confirmations) |
The Qualified Person shall represent, warrant, covenant and confirm the matters set forth in Exhibit 4 attached hereto for the benefit of the Corporation.
| Article 14 |
(Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement) |
1. Except as otherwise provided in this Agreement (including any Exhibit to this Agreement), this Agreement (including any Exhibit to this Agreement) cannot be modified or amended in any manner except by a further agreement expressly stating the intention to modify this Agreement and which is signed by both parties to this Agreement.
2. Notwithstanding the immediately preceding Paragraph, if it is found out 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 related laws or regulations of Japan or any applicable laws of any other jurisdiction, or if this Agreement becomes not in compliance therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, without the consent of the Qualified Person, with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.
3. With respect to matters not provided for in this Agreement or documents provided under Article 6 of 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 bring an agreement, such matters shall be decided by the Corporation and such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement. Decisions of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement shall be final and binding on all parties. None of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options or this Agreement shall be liable to any Qualified Person for any action, omission or determination relating to the Terms and Conditions, the Options or this Agreement.
| Article 15 |
(Manner of Notice) |
Notices by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:
|
(1) |
delivering (including mailing) a written notice to the address of the Qualified Person set forth in the register of the Options; |
|
(2) |
sending documents to the Qualified Person at his/her department in the Corporation (including any Sony Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any Sony Group Company); or |
|
(3) |
giving notice on the web site of the Corporation (including any Sony Group Company) or its duly authorized designee. |
| Article 16 |
(Construction) |
Nothing herein shall be construed to give the Qualified Person any right or entitlement to receive options to purchase common stock of the Corporation in the future from the Corporation or any of its subsidiaries. Nothing contained herein shall confer upon the Qualified Person any right to continue in the employment of the Corporation or any of its subsidiaries or constitute any contract or agreement of employment or interfere in any way with the right of the Corporation or its subsidiaries to reduce or modify a Qualified Person’s compensation in existence at the time of the granting of any Option or otherwise, or to terminate a Qualified Person’s employment or change the Qualified Person’s position or the terms of employment with or without cause. Nothing contained herein shall prevent the Corporation from, and the Corporation expressly reserves the right to, modify the terms and conditions of options to purchase common stock of the Corporation, if any, that are or may be granted in the future.
| Article 17 |
(Governing Law and Jurisdiction) |
This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction in the first instance for settling any and all disputes that arise under or in connection with this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
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SONY GROUP CORPORATION |
| |
7-1, Konan 1-chome, Minato-ku, Tokyo |
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By: |
/s/ Kenichiro Yoshida |
| |
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Kenichiro Yoshida |
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Chairman and Chief Executive Officer,
Representative Corporate Executive Officer |
| |
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Date: November 22, 2024 |
| |
|
|
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QUALIFIED PERSON |
| |
|
|
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By: |
|
| |
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Name: |
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Address: |
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|
Date: November 22, 2024 |
(52nd Series U.S. Participants)
AGREEMENT CONCERNING
ALLOCATION OF THE STOCK ACQUISITION RIGHTS
OF SONY GROUP CORPORATION
FOR THE FISCAL YEAR 2024
SONY GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as of November 22, 2024 as follows in connection with the allocation of the stock acquisition rights (hereinafter referred to as the “Options”) to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Options (hereinafter referred to as the “Terms and Conditions”) set forth in Exhibit 1 attached hereto and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024. Unless otherwise provided for, the terms used in Exhibits attached hereto shall have the same meaning as used in this Agreement:
| Article 1 |
(Purpose and Administration) |
The primary purpose of allocating the Options to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement of the business performance of the Sony Group (the Corporation and its group companies) and thereby improve such business performance by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation. This Agreement and the Terms and Conditions shall be administered by the Corporation, and such representative corporate executive officers or other persons as the Corporation may designate from time to time who represent the Corporation in respect of this Agreement, the Terms and Conditions and the Options.
| Article 2 |
(Restrictions under the Terms and Conditions and this Agreement) |
The Options shall be subject to (1) the Terms and Conditions, which are attached to this Agreement as Exhibit 1, and (2) the conditions and restrictions provided for in this Agreement. The Qualified Person agrees to be bound by the conditions and restrictions set forth in the Terms and Conditions and this Agreement. Notwithstanding the provisions of the Terms and Conditions, the exercise of the Options is further subject to such additional conditions as set forth herein. In particular, the exercise of the Options is subject to the restrictions under Articles 5 and 7.
| Article 3 |
(Subscription for and Allocation of the Options) |
The Qualified Person hereby applies for the subscription for _____ Options issued in accordance with the Terms and Conditions, and pursuant to this Agreement, the Corporation allocates such number of the Options to the Qualified Person in accordance with the following terms on November 25, 2024 (hereinafter referred to as the “Allotment Date”).
|
(1) |
Number of the Options allocated to the Qualified Person (hereinafter referred to as the “Allotted Number”): |
_______________ (________ shares may be issued or transferred upon the exercise by the Qualified Person of all Options allocated to the Qualified Person pursuant to this Agreement.)
|
(2) |
Class and number of shares to be issued or transferred upon exercise of each Option: |
100 shares of common stock of the Corporation
|
(3) |
The amount to be paid per stock acquisition right upon the issuance of the Options (hereinafter referred to as the “Issue Price”) is as set forth in Exhibit 2 attached hereto. |
The payment of the amount of the Issue Price multiplied by the Qualified Person’s Allotted Number (hereinafter referred to as the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation , if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.
On the Allotment Date, the Qualified Person will make an offer, instead of making a payment in the Total Amount to be Paid, (i) to offset (a) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid, if the Qualified Person is an employee of the Corporation, or, (ii) to offset (a) remuneration claims receivables in relation to the relevant subsidiary’s remuneration obligation against the Qualified Person, which the Corporation has assumed from the relevant subsidiary pursuant to a cumulative debt assumption agreement entered into between the Corporation and the relevant subsidiary against (b) the Qualified Person’s obligation to pay the Total Amount to be Paid if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. The Corporation hereby consents to the payment pursuant to such offset.
|
(4) |
Amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially as set forth in Exhibit 2 attached hereto. |
|
(5) |
Period during which the Options may be exercised: |
From and including November 25, 2025, to and including November 24, 2034 (hereinafter referred to as the “Term”). If the last day of such period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period. However, the applications for exercise of the Option must be made by November 15, 2034 (or, if such day is not a business day of the Corporation, the immediately preceding business day) and exercise of the Options is further subject to the restrictions provided for in Article 5.
The number of shares to be issued or transferred upon exercise of each Option and the Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.
| Article 4 |
(Information on Corporation and its Shares) |
|
(1) |
Trade name of the Corporation: |
SONY GROUP CORPORATION
|
(2) |
Total number of shares authorized to be issued by the Corporation: |
18,000,000,000 shares
|
(3) |
Number of shares constituting one (1) unit of shares: |
100 shares
Mitsubishi UFJ Trust and Banking Corporation
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
(Business office) Mitsubishi UFJ Trust and Banking Corporation
Corporate Agency Division
4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo
|
(5) |
Application of the Act on Transfer of Bonds, Shares, etc.: |
The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued or transferred upon exercise of each Option.
| Article 5 |
(Vesting, Conditions for Exercise of the Options and Prohibition of Disposition) |
|
(1) |
Vesting and exercise of the Options are further subject to the restrictions and conditions as set forth in Exhibit 3 attached hereto. |
|
(2) |
Except as provided in Article 7, the Options, whether vested or unvested, are nontransferable by the Qualified Person. |
|
(3) |
Exercise of the Options are further subject to any restriction on trading set forth under Sony Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies (hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time to time. |
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(4) |
Exercise of the Options may be restricted for limited periods of time as deemed reasonably necessary by the Corporation to ensure proper administration (including but not limited to restrictions on exercise at or around the end of each fiscal quarter) and as communicated to the applicable Qualified Person. |
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(5) |
In no circumstances shall any Qualified Person request the Corporation to purchase the Options held by him/her. |
| Article 6 |
(Procedures for Exercising the Options) |
Procedures for exercising the Options shall be provided for in the Terms and Conditions, and in addition, detailed matters concerning such procedures shall be provided for in a separate document to be separately provided and delivered by the Corporation or one of its subsidiaries to the Qualified Person no later than the date on which the Options held by the Qualified Person first become exercisable pursuant to Article 5.
| Article 7 |
(Inheritance of the Options) |
Upon the death of the Qualified Person, outstanding Options that are vested and exercisable and granted to such Qualified Person may be exercised only by the executors or administrators of the Qualified Person’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution, provided that no transfer by will or the laws of descent and distribution of any Option, or the right to exercise any Option, shall be effective to bind the Corporation unless the Corporation shall have been furnished with (a) a written notice thereof and a copy of the will and/or such evidence as the Corporation may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Options that are or would have been applicable to the Qualified Person (other than any terms and conditions relating to employment with the Corporation or one of its subsidiaries) and to be bound by the acknowledgements made by the Qualified Person in connection with the grant of the Options. Options that are not vested and exercisable at the death of the Qualified Person will terminate.
| Article 8 |
(Issuance of ADRs) |
1. The Corporation currently maintains an American Depositary Receipt program in the United States (hereinafter referred to as the “Sony American Depositary Receipt Program”) pursuant to which American Depositary Receipts or “ADRs” represent shares of common stock of the Corporation. During the time the Corporation maintains the listing of ADRs on a stock exchange in the United States, the Qualified Persons who exercise the Options will generally receive ADRs in lieu of shares of common stock of the Corporation as follows. Upon exercise of an Option, shares of common stock of the Corporation acquired upon the exercise of such Option shall be issued in the name of the depositary or its nominee under the Sony American Depositary Receipt Program for the benefit of the Qualified Person. Upon receipt of shares of common stock of the Corporation upon the exercise of an Option, the depositary under the Sony American Depositary Receipt Program shall immediately and automatically issue ADRs representing such shares of common stock of the Corporation in the name of the applicable Qualified Person and shall deliver such ADRs to such Qualified Person (or to an account held for the benefit of such Qualified Person) as soon as practicable following the effective date on which such issuance occurs. For simplicity, all references in this Agreement and the Terms and Conditions to shares of common stock of the Corporation will be deemed to also refer to ADRs.
2. Notwithstanding the immediately preceding Paragraph, if the Corporation determines to delist ADRs from a stock exchange in the United States, the Qualified Persons who exercise the Options will receive shares of common stock of the Corporation, and the Qualified Persons shall not raise any objections to such handling.
| Article 9 |
(Treatment in Events of Corporate Transaction and Proceeding) |
1. In the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation is not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or any other similar transaction or proceeding, the Corporation may (x) cause the entity resulting from such transaction or proceeding to execute an agreement providing that a holder of the Options shall have the right during the Term and upon the exercise of the Options to receive the class and amount of shares and other securities and property receivable upon such transaction or proceeding by a holder of the number of shares in respect of which the Options could have been exercised immediately prior to such transaction or proceeding or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Option outstanding immediately prior to such transaction or proceeding (whether or not then exercisable).
2. In the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval at the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately preceding Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of such transaction or proceeding and give the Qualified Person the opportunity to exercise their Options (whether or not such Options are then vested or exercisable), immediately prior to, and subject to, the consummation of such transaction or proceeding.
| Article 10 |
(Withholding by the Corporation) |
In connection with Item (2) of Condition 13 of the Terms and Conditions, the Corporation or its designee is authorized to withhold from any payment relating to an Option or from any payroll or other payment to the Qualified Person, amounts of withholding and other taxes or fees due in connection with the Option, and to take any other action to the extent permissible under applicable law as the Corporation may deem advisable to enable the Corporation and the Qualified Person to satisfy obligations for the payment of withholding taxes, other tax obligations and other costs and fees relating to the Options. This authority shall include, either on a mandatory or elective basis in the discretion of the Corporation, authority (a) to withhold or receive shares of common stock of the Corporation or other property and (b) to make cash payments in respect thereof in satisfaction of the Qualified Person’s tax obligations and other costs and fees relating to the Options.
| Article 11 |
(Condition Subsequent) |
This Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.
| Article 12 |
(Compliance with the Applicable Securities Law, Etc.) |
The Qualified Person shall, in selling the shares of common stock of the Corporation acquired upon exercise of the Options, confirm in advance with the Corporation that such proposed sale is permissible under any and all applicable policies, programs, arrangements or other provisions relating to insider trading maintained by the Corporation or any of its subsidiaries and shall comply with any and all applicable laws and regulations, including but not limited to U.S. and Japanese laws.
| Article 13 |
(Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement) |
1. Except as otherwise provided in this Agreement (including any Exhibit to this Agreement), this Agreement (including any Exhibit to this Agreement) cannot be modified or amended in any manner except by a further agreement expressly stating the intention to modify this Agreement and which is signed by both parties to this Agreement.
2. Notwithstanding the immediately preceding Paragraph, if it is found out 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 related laws or regulations of Japan or any applicable laws of any other jurisdiction, or if this Agreement becomes not in compliance therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, without the consent of the Qualified Person, with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.
3. With respect to matters not provided for in this Agreement or documents provided under Article 6 of 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 bring an agreement, such matters shall be decided by the Corporation and such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement. Decisions of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement shall be final and binding on all parties. None of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options or this Agreement shall be liable to any Qualified Person for any action, omission or determination relating to the Terms and Conditions, the Options or this Agreement.
| Article 14 |
(Manner of Notice) |
Notices by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:
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(1) |
delivering (including mailing) a written notice to the address of the Qualified Person set forth in the register of the Options; |
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(2) |
sending documents to the Qualified Person at his/her department in the Corporation (including any Sony Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any Sony Group Company); or |
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(3) |
giving notice on the web site of the Corporation (including any Sony Group Company) or its duly authorized designee. |
| Article 15 |
(Construction) |
Nothing herein shall be construed to give the Qualified Person any right or entitlement to receive options to purchase common stock of the Corporation in the future from the Corporation or any of its subsidiaries. Nothing contained herein shall confer upon the Qualified Person any right to continue in the employment of the Corporation or any of its subsidiaries or constitute any contract or agreement of employment or interfere in any way with the right of the Corporation or its subsidiaries to reduce or modify a Qualified Person’s compensation in existence at the time of the granting of any Option or otherwise, or to terminate a Qualified Person’s employment or change the Qualified Person’s position or the terms of employment with or without cause. Nothing contained herein shall prevent the Corporation from, and the Corporation expressly reserves the right to, modify the terms and conditions of options to purchase common stock of the Corporation, if any, that are or may be granted in the future.
| Article 16 |
(Governing Law and Jurisdiction) |
This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction in the first instance for settling any and all disputes that arise under or in connection with this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.
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SONY GROUP CORPORATION |
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7-1, Konan 1-chome, Minato-ku, Tokyo |
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By: |
/s/ Kenichiro Yoshida |
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Kenichiro Yoshida |
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Chairman and Chief Executive Officer,
Representative Corporate Executive Officer |
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Date: November 22, 2024 |
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QUALIFIED PERSON |
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By: |
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Name: |
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Address: |
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Date: November 22, 2024 |
Exhibit 1
TERMS AND CONDITIONS OF THE FIFTY-SECOND SERIES OF
STOCK ACQUISITION RIGHTS
FOR SHARES OF COMMON STOCK OF SONY GROUP CORPORATION
These terms and conditions of the stock acquisition rights shall apply to the Fifty-Second Series of Stock Acquisition Rights for Shares of Common Stock (hereinafter referred to as the “Options”) of Sony Group Corporation (hereinafter referred to as the “Corporation”) issued on November 25, 2024 by the Corporation in accordance with the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024:
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1. |
Aggregate Number of Options |
14,358
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2. |
Class and Number of Shares to be Issued or Transferred upon Exercise of Options |
The class of shares to be issued or transferred upon exercise of the Options shall be shares of common stock, and the number of shares to be issued or transferred upon exercise of each Option (hereinafter referred to as the “Number of Granted Shares”) shall be 100 shares.
The aggregate number of shares to be issued or transferred upon exercise of the Options shall be 1,435,800 shares of common stock of the Corporation (hereinafter referred to as the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted pursuant to Condition 3 below, the aggregate number of shares to be issued or transferred upon exercise of the Options shall be adjusted to the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the Options as prescribed in Condition 1 above.
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3. |
Adjustment of Number of Granted Shares |
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(1) |
In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula: |
| Number of Granted Shares after adjustment |
= |
Number of Granted Shares before adjustment |
x |
Ratio of split or consolidation |
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(2) |
An adjustment to the Number of Granted Shares under the immediately preceding Item shall be made only with respect to the Number of Granted Shares for the Options which have not been exercised at the time of the adjustment. Any fraction less than one (1) share resulting from the adjustment shall be disregarded. |
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(3) |
The effective date of the Number of Granted Shares after adjustment shall be the same day as the date on which the Exercise Price after adjustment becomes effective as provided for in Item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the same reason as the adjustment of the Number of Granted Shares. |
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(4) |
When the Number of Granted Shares is adjusted, the Corporation shall give notice of necessary matters to each holder of the Options registered in the register of Options, no later than the day immediately preceding the effective date of the Number of Granted Shares after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date. |
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4. |
Allotment Date of Options |
November 25, 2024 (hereinafter referred to as the “Allotment Date”)
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5. |
The amount to be paid in upon the issuance of the Options. |
The amount to be paid per stock acquisition right upon the issuance of the Options (hereinafter referred to as the “Issue Price”) is as set forth in Exhibit 2 attached to the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 dated November 22, 2024 (hereinafter referred to as the “Agreement”).
The payment of the amount of the Issue Price multiplied by the number of Options allotted by the Corporation to the allotee of the Options (hereinafter referred to as the “Qualified Person”) (such amount payable, the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.
However, the aforementioned remuneration claims shall be granted on the condition that the Qualified Person enters into the Agreement.
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6. |
Amount of Assets to be Contributed upon Exercise of Options |
The amount of assets to be contributed upon exercise of the Options shall be the amount obtained by multiplying the amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) by the Number of Granted Shares. The Exercise Price is initially as set forth in Exhibit 2 attached to the Agreement.
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7. |
Adjustment of Exercise Price |
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(1) |
In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock after the Allotment Date of the Options, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction less than one (1) cent resulting from the adjustment shall be rounded up to the nearest one (1) cent: |
Exercise Price after
adjustment |
= |
Exercise Price before
adjustment |
x |
1 |
| Ratio of split or consolidation |
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(2) |
In the case that the Exercise Price is adjusted pursuant to the immediately preceding Item, the effective date of the Exercise Price after adjustment shall be as set forth below: |
The Exercise Price after adjustment shall become effective, in the case of a stock split, on and after the day immediately following the record date for such stock split, and in the case of a stock consolidation, on and after the effective date thereof.
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(3) |
In addition to the cases in Item (1) of this Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to be appropriate by the Corporation in the following cases. |
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(i) |
When the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or reduction of the amount of capital of the Corporation. |
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(ii) |
In addition to Item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that causes or may cause a change in the total number of the issued Common Stock. |
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(4) |
When the Exercise Price is adjusted, the Corporation shall give notice of necessary matters to each holder of the Options registered in the register of Options, no later than the day immediately preceding the effective date of the Exercise Price after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date. |
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8. |
Period during which Options May be Exercised |
From and including November 25, 2025, up to and including November 24, 2034. If the last day of such period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period.
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9. |
Conditions for Exercise of Options |
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(1) |
No Option may be exercised in part. |
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(2) |
In the event of a resolution being passed at a general meeting of shareholders of the Corporation for an agreement for any consolidation, amalgamation or merger (other than a consolidation, amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general meeting of shareholders of the Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting of the Board of Directors of the Corporation) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer (kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, the Options may not be exercised on and after the effective date of such consolidation, amalgamation or merger, such share exchange (kabushiki-kokan), or such share transfer (kabushiki-iten). |
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10. |
Restrictions under the U.S. Securities Act and Other Matters |
The Corporation shall not be obligated to effect the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred upon exercise of the Options or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant to these terms and conditions unless and until the Corporation is advised by its legal counsel that the issuance and delivery of such Common Stock is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may require, as a condition to the issuance and transfer of the Common Stock pursuant to these terms and conditions, that the recipient of such Common Stock make such covenants, agreements and representations, and that records and any other documentation of such Common Stock bear such legends, as the Corporation deems necessary or desirable.
The exercise of any Option granted hereunder shall only become effective at such time as counsel to the Corporation shall have determined that the issuance and transfer of the Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may, in its sole discretion, defer the effectiveness of the exercise of an Option granted hereunder to allow the issuance and transfer of the Common Stock upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Corporation shall inform the holder of such Option in writing of the decision to defer the effectiveness of the exercise of such Option granted hereunder. During the period that the effectiveness of the exercise of an Option has been deferred, the holder of such Option may, by a written notice, withdraw such exercise and obtain the refund of any amounts paid in connection with such exercise.
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11. |
Mandatory Repurchase of Options |
Not applicable.
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12. |
Restrictions on Acquisition of Options through Transfer |
The Options cannot be acquired through transfer (other than any transfer of Options that are vested and exercisable upon the death of a holder of the Options to such holder’s estate or beneficiaries), unless such acquisition is expressly approved by the Board of Directors of the Corporation.
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13. |
Application for Exercise of Options and Manner of Payment |
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(1) |
In the case of exercise of the Options, the holder of the Options shall exercise the Options by submitting an exercise request together with the information required by the Corporation either electronically or telephonically through the process designated by the Corporation from time to time. |
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(2) |
With completion of the process for exercise of the Options as provided in (1) above, the entire amount of the Exercise Price to be paid in upon exercise of the Options, including any applicable taxes and all other costs or fees associated with the exercise (hereinafter referred to as the “Amount of Payment”) shall be paid in cash to an account designated by the Corporation at the payment handling place provided for in Condition 15 at or before the date and time designated by the Corporation. The entitlement of a holder of the Options to the receipt of the Common Stock upon exercise of an Option is subject to the payment in full of any federal, state, local and foreign taxes of any kind required to be withheld with respect to the exercise of such Option, as well as the payment in full of any costs or fees (such as brokerage fees) associated with the exercise of such Option. |
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(3) |
Except as provided for in Condition 10, any holder of the Options who has completed the process as provided in (1) above, may not cancel such exercise thereafter. |
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14. |
Place where Applications for Exercise of Options are Made |
Sony Corporation of America, Human Resources, or its duly authorized designee
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15. |
Payment Handling Place on Exercise of Options |
Sumitomo Mitsui Banking Corporation, Head Office (or any successor bank of such bank from time to time and/or any successor office of such office)
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16. |
Effective Date and Time of Exercise of Options |
Except as provided for in Condition 10, the exercise of the Options shall become effective when the holder of the Options has duly completed the process set forth in Items (1) and (2) of Condition 13 and the Corporation or its designee has accepted the exercise.
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17. |
Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance of Shares upon Exercise of Options |
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(1) |
The amount of capital increased by the issuance of shares upon exercise of the Options shall be the amount obtained by multiplying the maximum limit of capital increase, as calculated in accordance with the provisions of Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, by 0.5, and any fraction less than one (1) yen arising as a result of such calculation shall be rounded up to the nearest one (1) yen. |
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(2) |
The amount of additional paid-in capital increased by the issuance of shares upon exercise of the Options shall be the amount obtained by deducting the capital to be increased, as provided in (1) above, from the maximum limit of capital increase, as also provided in (1) above. |
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18. |
Handling of Matters Relating to Abolition of Unit Share System |
In the case that the Corporation abolishes the unit share system after the Allotment Date of the Options, the Corporation may take necessary measures for handling the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and consistent with these terms and conditions.
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19. |
Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations |
In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Options, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions.
Exhibit 2
ISSUE PRICE AND EXERCISE PRICE
The amount to be paid in exchange for the stock acquisition rights (the “Options”) to be issued by the Corporation, pursuant to the terms and conditions of the Options set forth in Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 dated November 22, 2024, and pursuant to the decision of the Representative Corporate Executive Officer of the Corporation made on November 8, 2024 (such amount, the “Issue Price”), is as set forth below.
The amount of money to be paid in exchange for the Options shall be the amount obtained by multiplying the option price per share of common stock (calculated using the Black-Scholes model based on the basic figures in (ii) through (vii) below), by the number of shares to be received by exercising the Options.
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i. |
Option price per share of common stock (C) |
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ii. |
Share price (𝑆): The price obtained by converting the closing price of the Company’s common stock in regular trading on the Tokyo Stock Exchange (the “Closing Price”) on November 22, 2024 (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) into U.S. dollars (by the exchange rate quotations by a leading commercial bank in Tokyo for selling spot U.S. dollars by telegraphic transfer) against yen. |
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iii. |
Exercise price (𝐾): The U.S. dollar amount obtained by dividing the average Closing Price for the ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the allotment date of such Options (the “Reference Yen Price”) by the average of the exchange rate quotations by a leading commercial bank in Tokyo for selling U.S. dollars by telegraphic transfer against yen for such ten (10) consecutive trading days (the “Reference Exchange Rate”) (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent); provided, however, that if the Reference Yen Price is lower than the Closing Price on the trading day immediately preceding the allotment date of the Options (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day), the Exercise price (𝐾) shall be the U.S. dollar amount obtained by dividing the Closing Price on the trading day immediately preceding the allotment date of the Options by the Reference Exchange Rate (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the nearest one (1) cent). |
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iv. |
Estimated remaining years (t): 5.83 years |
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v. |
Volatility (𝜎): The volatility rate of the share price based on the closing price of the Corporation’s American Depository Receipts (ADRs) on the New York Stock Exchange on each trading day during the span of 5.83 years (from February 25, 2019 to November 22, 2024). |
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vi. |
Risk-free rate (𝑟): Interest rate on Japanese government bonds whose remaining years correspond to the estimated remaining years. |
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vii. |
Dividend Yield (𝑞): Dividend per share (expected dividend for the year ending March 31, 2025) / the Closing Price on November 22, 2024 (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day). |
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viii. |
Cumulative density function of the standard normal distribution: (N (・)) |
The payment of the amount of the Issue Price multiplied by the number of Options allotted by the Corporation to the allottee of the Options (the “Qualified Person”) (such amount payable, the “Total Amount to be Paid”) will be made by offsetting such amount against: (i) remuneration claims in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by the Corporation, if the Qualified Person is an employee of the Corporation, or, (ii) remuneration claims, in an amount equal to the Total Amount to be Paid, which will be granted to the Qualified Person by subsidiaries of the Corporation and assumed by the Corporation, if the Qualified Person is a director, officer or an employee of a subsidiary of the Corporation. Therefore, no monetary payment will be made by the Qualified Person on the Allotment Date for the purpose of paying the Total Amount to be Paid.
The amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially US$ 18.93.
(52th Series Participants in China)
Exhibit 3
VESTING AND EXERCISE CONDITIONS FOR PARTICIPANTS IN CHINA
Set forth below are the provisions concerning the restrictions of vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 1 |
(Restrictions on and Conditions for Exercise of the Options and Prohibition of Disposition) |
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(1) |
Notwithstanding Item (4) of Article 3 of the Agreement, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of the grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. |
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(2) |
In case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period provided for in Item (4) of Article 3 of the Agreement. |
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(i) |
If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
The Qualified Person may not exercise the Options on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit Date”);
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(ii) |
If the Qualified Person forfeits such status due to his/her death: |
Subject to the provision of Article 7 of the Agreement, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) until and including the last day of the three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Options which are not exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options until and including the last day of the three (3) month commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), subject to the provision of Article 7 of the Agreement; and
|
(iii) |
If the Qualified Person forfeits such status due to any other events: |
The Qualified Person may exercise the Exercisable Options until and including the last day of the three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the last day of the three (3) month period commencing on the date immediately following the Status Forfeit Date (if the last day of this three (3) month period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period).
|
(3) |
The Qualified Person may not exercise the Options in any of the following cases: |
|
(i) |
If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. |
|
(ii) |
If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. |
|
(iii) |
If the Qualified Person violates any provision of the Agreement. |
|
(4) |
The Qualified Person is not authorized to transfer, pledge or otherwise dispose of all or part of the Options. |
Exhibit 3
VESTING AND EXERCISE CONDITIONS FOR NON-US PARTICIPANTS
Set forth below are the provisions concerning the restrictions of vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 1 |
(Restrictions on and Conditions for Exercise of the Options and Prohibition of Disposition) |
|
(1) |
Notwithstanding Item (4) of Article 3 of the Agreement, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of the grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. |
|
(2) |
In case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period provided for in Item (4) of Article 3 of the Agreement. |
|
(i) |
If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment of the Corporation or of the Sony Group Companies or removed from office: |
The Qualified Person may not exercise the Options on and after the day on which he/she forfeits such status (hereinafter referred to as the “Status Forfeit Date”);
|
(ii) |
If the Qualified Person forfeits such status due to his/her death: |
Subject to the provision of Article 7 of the Agreement, the heir of the Qualified Person may exercise the Options which are exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Options”) until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Options which are not exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable Options until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), subject to the provision of Article 7 of the Agreement; and
|
(iii) |
If the Qualified Person forfeits such status due to any other events: |
The Qualified Person may exercise the Exercisable Options until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period).
|
(3) |
The Qualified Person may not exercise the Options in any of the following cases: |
|
(i) |
If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer, employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person. |
|
(ii) |
If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or the Sony Group Companies. |
|
(iii) |
If the Qualified Person violates any provision of the Agreement. |
|
(4) |
The Qualified Person is not authorized to transfer, pledge or otherwise dispose of all or part of the Options. |
Exhibit 3
VESTING AND TERMINATION PROVISIONS
Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 5 |
(Vesting; Conditions for Exercise of the Options) |
(a) Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:
“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading or (iv) a breach by the Qualified Person in any material respect of the Qualified Person’s Employment Agreement (if any) with the Corporation or other Sony Group Companies employer, if applicable, provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which written Employment Agreement defines the term “Cause” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Cause” as used herein shall have the meaning assigned to such term in such Employment Agreement.
“Corporation” means Sony Group Corporation.
“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under the long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her; provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which Employment Agreement defines the term “Disability” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Disability” as used herein shall have the meaning assigned to such term in such Employment Agreement.
“Employment Agreement” means an effective written employment agreement with a member of the Sony Group Companies, which agreement does not provide for employment at will.
“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination at or after an age that is specifically designated as a normal or early retirement age under any employee benefit plan sponsored by a member of the Sony Group Companies, which plan is qualified under Section 401 of the Internal Revenue Code, in which such Qualified Person is a participant immediately prior to such termination or, if there is no such plan, at or after age 65.
“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.
“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.
“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.
“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.
(b) Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable on April 1, 2027 (the “Vesting Date”). Except as expressly set forth in the following chart, in the event that the Qualified Person’s employment with the Sony Group Companies terminates prior to the Vesting Date, vesting of the Options held by such Qualified Person will not occur and the Options shall forfeit immediately.
| Reason for Termination of Qualified Person’s Employment with the Sony Group Companies* |
Consequence |
|
Qualified Person’s Termination of Employment with the Sony Group Companies is by the Sony Group Companies without Cause (whether or not the Qualified Person is a party to an Employment Agreement at the time of such termination and including termination due to non-renewal of an Employment Agreement)
OR
Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her death
|
All unvested Options shall vest as of the Termination Date |
| Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her Disability |
Unvested Options shall vest as if the Qualified Person remained employed by the Sony Group Companies for so long as the Qualified Person continues to have such Disability |
*If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).
(c) Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by such Qualified Person shall terminate and be immediately cancelled as of the Qualified Person’s Termination Date without the payment by the Corporation of any consideration therefore.
| Reason for Termination of Qualified Person’s Employment with the Sony Group Companies |
Consequence |
|
Qualified Person’s employment with the Sony Group Companies is terminated by the Sony Group Companies without Cause (whether or not the Qualified person is a party to an Employment Agreement at the time of such termination and including termination due to non-renewal of an Employment Agreement)
OR
Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her death
|
All Options that were vested immediately prior to the Termination Date will remain outstanding until the expiration of the Options.
All Options that vest on the Termination Date will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options.
|
| Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her voluntary resignation |
All Options that were vested immediately prior to the Termination Date will remain outstanding until the earlier to occur of (a) ninety days following the Termination Date and (b) the expiration of the Options. |
| Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her Disability or Retirement |
All vested Options will remain outstanding until the expiration of the Options. |
| Qualified Person’s employment with the Sony Group Companies is terminated for any reason (other than a termination by the Sony Group Companies for Cause) that is not expressly set forth in this chart |
All Options that were vested immediately prior to the Termination Date will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options. |
Exhibit 3
VESTING AND TERMINATION PROVISIONS
Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 5 |
(Vesting; Conditions for Exercise of the Options) |
(a) Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:
“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading or (iv) a breach by the Qualified Person in any material respect of the Qualified Person’s Employment Agreement (if any) with the Corporation or other Sony Group Companies employer, if applicable, provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which written Employment Agreement defines the term “Cause” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Cause” as used herein shall have the meaning assigned to such term in such Employment Agreement.
“Corporation” means Sony Group Corporation.
“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under the long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her; provided, however, that, for any Qualified Person who is a party to an Employment Agreement with any member of the Sony Group Companies, which Employment Agreement defines the term “Disability” or a term of similar import related to the Termination of Employment of the Qualified Person, the term “Disability” as used herein shall have the meaning assigned to such term in such Employment Agreement.
“Employment Agreement” means an effective written employment agreement with a member of the Sony Group Companies, which agreement does not provide for employment at will.
“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination at or after an age that is specifically designated as a normal or early retirement age under any employee benefit plan sponsored by a member of the Sony Group Companies, which plan is qualified under Section 401 of the Internal Revenue Code, in which such Qualified Person is a participant immediately prior to such termination or, if there is no such plan, at or after age 65.
“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.
“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.
“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.
“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.
(b) Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. Except as expressly set forth in the following chart, in the event that the Qualified Person’s employment with the Sony Group Companies terminates prior to the Vesting Date, vesting of the Options held by such Qualified Person will not occur and the Options shall forfeit immediately.
| Reason for Termination of Qualified Person’s Employment with the Sony Group Companies* |
Consequence |
|
Qualified Person’s Termination of Employment with the Sony Group Companies is by the Sony Group Companies without Cause (whether or not the Qualified Person is a party to an Employment Agreement at the time of such termination and including termination due to non-renewal of an Employment Agreement)
OR
Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her death
|
All unvested Options shall vest as of the Termination Date |
| Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her Disability |
Unvested Options shall vest as if the Qualified Person remained employed by the Sony Group Companies for so long as the Qualified Person continues to have such Disability |
*If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).
(c) Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by such Qualified Person shall terminate and be immediately cancelled as of the Qualified Person’s Termination Date without the payment by the Corporation of any consideration therefore.
| Reason for Termination of Qualified Person’s Employment with the Sony Group Companies |
Consequence |
|
Qualified Person’s employment with the Sony Group Companies is terminated by the Sony Group Companies without Cause (whether or not the Qualified person is a party to an Employment Agreement at the time of such termination and including termination due to non-renewal of an Employment Agreement)
OR
Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her death
|
Options that were granted at least twelve (12) months prior to the Termination Date: All Options that are vested on or before the Termination Date will remain outstanding until the expiration of the Options.
Options that were granted less than twelve (12) months prior to the Termination Date: All Options that vest on the Termination Date will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options.
|
| Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her voluntary resignation |
All Options that were vested immediately prior to the Termination Date will remain outstanding until the earlier to occur of (a) ninety days following the Termination Date and (b) the expiration of the Options. |
| Qualified Person’s employment with the Sony Group Companies terminates as a result of his or her Disability or Retirement |
All vested Options will remain outstanding until the expiration of the Options. |
| Qualified Person’s employment with the Sony Group Companies is terminated for any reason (other than a termination by the Sony Group Companies for Cause) that is not expressly set forth in this chart |
All Options that were vested immediately prior to the Termination Date will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options. |
Exhibit 3
VESTING AND TERMINATION PROVISIONS
Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 5 |
(Vesting; Conditions for Exercise of the Options) |
(a) Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:
“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means (i) commission by the Qualified Person of a felony, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, or (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading.
“Corporation” means Sony Group Corporation.
“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under a long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her.
“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination other than for Cause at or after age 55, provided that the Qualified Person has at least 10 years of service with the Sony Group Companies immediately prior to such termination, or at or after attaining the age of 65 regardless of his or her years of service.
“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.
“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.
“Termination Date” means, with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates.
“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.
(b) Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. In the event that the Qualified Person’s employment with the Sony Group Companies terminates at any time, vesting of the Options held by such Qualified Person shall immediately cease and no Options held by such Qualified Person shall vest on or after the Termination Date except as follows:
If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).
(c) Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by a Qualified Person shall terminate and be immediately cancelled as of his or her Termination Date without the payment by the Corporation of any consideration therefore.
| Reason for Termination of Qualified Person’s Employment with the Sony Group Companies |
Consequence |
|
Qualified Person’s Termination of Employment with the Sony Group Companies is without Cause
OR
Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her Retirement, death or Disability |
All vested Options will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options. |
| Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her voluntary resignation |
All vested Options will remain outstanding until the earlier to occur of (a) ninety days following the Termination Date and (b) the expiration of the Options. |
Exhibit 3
VESTING AND TERMINATION PROVISIONS
Set forth below are the provisions concerning the restrictions on the vesting and exercise of the Options provided for in Item (1) of Article 5 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the Fiscal Year 2024 (hereinafter referred to as the “Agreement”).
| Article 5 |
(Vesting; Conditions for Exercise of the Options) |
(a) Definitions. Solely for purposes of this Article 5, the following terms shall have the following meanings:
“Cause,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies; means (i) commission by the Qualified Person of an offence under the Criminal Code of Canada, a crime of moral turpitude or any crime involving any member of the Sony Group Companies, their affiliates or subsidiaries, (ii) the Qualified Person engaging in willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement in the performance of the Qualified Person’s duties, (iii) failure by the Qualified Person to adhere to the directions of the Board of Directors of the Corporation (“Board”) or the governing board of the Qualified Person’s employer (if different than the Board) or to the Corporation’s or the employer’s policies and practices, including but not limited to the code of conduct and the Policy Regarding Securities Trading, (iv) use of information, creative ideas, intellectual property and software ideas obtained during employment with the Sony Group Companies for personal gain or profit, (v) any willful and intentional act having the effect of materially injuring the reputation, business or business relationships of the Sony Group Companies, or (vi) any other acts or omissions which amount to just cause at common law.
“Corporation” means Sony Group Corporation.
“Disability,” when used in connection with the Termination of Employment of a Qualified Person with a member of the Sony Group Companies, means a physical or mental condition that entitles the Qualified Person to benefits under a long-term disability policy maintained by any member of the Sony Group Companies and applicable to him or her.
“Notice Period” means any period of notice of Termination of Employment or period of pay in lieu of such notice provided to a Qualified Person or required under any applicable statute or the common law.
“Retirement” means, with respect to a Qualified Person’s Termination of Employment with a member of the Sony Group Companies, termination other than for Cause at or after age 55, provided that the Qualified Person has at least 10 years of service with the Sony Group Companies immediately prior to such termination, or at or after attaining the age of 65 regardless of his or her years of service.
“Sony Group Companies” means the Corporation and its Subsidiaries and affiliates.
“Subsidiary” means, with respect to any entity, a subsidiary of such entity that meets the definition of a “subsidiary corporation” in Section 424(f) of the Internal Revenue Code.
“Termination Date” means with respect to a Qualified Person, the actual date the Qualified Person’s employment with the Sony Group Companies terminates. For greater clarity:
|
(i) |
where employment is terminated due to Disability, death, Retirement or resignation, or other than for Cause, the Termination Date shall be either: |
|
1. |
the date upon which the Qualified Person is provided with written notice of their Termination of Employment, where pay in lieu of notice is provided; or |
|
2. |
in all other cases, their last day of active employment; and |
|
(ii) |
where employment is terminated for Cause, the Termination Date shall be the day upon which the Qualified Person is advised of their Termination of Employment. |
“Termination of Employment” means a Qualified Person’s separation from service with the Sony Group Companies as determined by the Sony Group Companies in its sole and absolute judgment.
(b) Vesting. Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall vest and become exercisable in three annual installments beginning on the first anniversary of the date of grant (each such date, a “Vesting Date”) as follows. On the first Vesting Date, one-third of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. In the event that the Qualified Person’s employment with the Sony Group Companies terminates at any time, vesting of the Options held by such Qualified Person shall immediately cease and no Options held by such Qualified Person shall vest on or after the Termination Date except as follows:
If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any reason other than (i) Cause, (ii) voluntary resignation or (iii) death, then the Corporation may, in its sole discretion, allow for the vesting of all or a portion of the Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Option exercise period set forth in Item (5) of Article 3 of the Agreement, if the Qualified Person’s Termination Date occurs before the commencement date of such period).
(c) Expiration of Options upon Termination of Employment. Except as expressly set forth in the following chart, all Options, whether or not vested, that are held by a Qualified Person shall terminate and be immediately cancelled as of his or her Termination Date without the payment by the Corporation of any consideration therefore, regardless of any Notice Period. Further, as of his or her Termination Date, no Qualified Person shall have any right to receive additional options, regardless of any Notice Period and irrespective of any past practice to the contrary.
|
Reason for Termination of Qualified
Person’s Employment with the Sony
Group Companies |
Consequence
|
|
Qualified Person’s Termination of Employment with the
Sony Group Companies is without Cause
OR
Qualified Person’s Termination of Employment with the
Sony Group Companies is as a result of his or her Retirement, death or Disability |
All vested Options will remain outstanding until the earlier to occur of (a) the first anniversary of the Termination Date and (b) the expiration of the Options. |
|
Qualified Person’s Termination of Employment with the
Sony Group Companies is as a result of his or her voluntary resignation |
All vested Options will remain outstanding until the earlier to occur of (a) ninety days following the Termination Date and (b) the expiration of the Options. |
Exhibit 4
REPRESENTATIONS AND WARRANTIES FOR NON-US PARTICIPANTS
The Qualified Person confirms the following matters pursuant to Article 13 of the Allocation Agreement.
1. (Employment Contract)
I understand that nothing in the Sony Group Corporation Stock Acquisition Rights Plan (the “Plan”) terms form part of my employment contract, unless my employment contract expressly states otherwise. Participation in the Plan does not create any right to continued employment.
I understand that neither the participation in the Plan nor the grant of the Stock Acquisition Rights (hereinafter referred to as the “Options” in this Exhibit 4) creates any rights to participate in the Plan or to be granted any stock acquisition right, Option or award in the future. The Plan may cease to be operated in the future although any existing Options granted under the Plan will continue in accordance with the Allocation Agreement, Exhibits, and the Terms and Conditions.
I understand that I have no claim or right of action in respect of any decision, omission or discretion which may operate to my disadvantage even if it is unreasonable, irrational or might otherwise be regarded as being in breach of any duty, except as set out in the relevant Plan documentation.
I understand I have no right to compensation for any loss in relation to the Plan, including any loss in relation to:
|
● |
a reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); |
|
● |
any exercise of a discretion or a decision taken in relation to an award or to the Plan, or any failure to exercise a discretion or take a decision; and |
|
● |
the operation, suspension, termination or amendment of the Plan. |
I understand that as the grant by the Corporation is entirely discretionary, the benefits and rights acquired under the Plan do not constitute “base salary” or other regular employment earnings and that nothing in the rules or operation of the Plan forms part of my contract of employment or employment relationship, which rights are separate from and not affected by, the Plan. I understand and agree that under no circumstances will the benefits derived from the Plan be included as part of my employment earnings for purposes of calculating any of the Corporation’s and/or the Sony group companies’ (hereinafter referred to as the “Sony Group Companies” in this Exhibit 4) (including my employer) obligations to me for bonus, retirement, severance, or any other such payments.
2. (Data Protection)
I consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of any personal information or data necessary for the administration of the Plan.
Subject to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover), if I have any queries in respect of this statement.
I understand that the information provided to the Corporation, the companies in the Sony group (including my employer), and/or to their duly authorized third party designee(s) retained for the purpose of assisting the Corporation or the Sony Group Companies with administration of the Options and provided in relation to the Plan will be used in relation to the administration of my Options under the Plan.
The Corporation and/or any of the companies in the Sony group (including my employer) may give information to others (including people acting as agents of the Corporation and/or any of the companies in the Sony group) in connection with the administration of the Plan on the understanding that they will keep the information secure.
In order to process the information, the Corporation and/or companies in the Sony group (including my employer) may transfer the information to other countries that may have a different level of statutory protection for my information than in my home country.
I understand that I have a right to access certain information that the Plan holds about me and in order to exercise this right, I can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation or the Human Resources Department of Sony Corporation of America (in accordance with the contact information provided to me under separate cover).
3. (Payment of Tax, Social Security or Other Amounts)
I acknowledge that I am responsible for and indemnify each relevant member of the Sony Group Companies against any federal, state, local and foreign taxes or social security liability in connection with my Options (“Tax Liability”), and I authorize the Corporation and companies in the Sony group (including my employer) to withhold any amounts or make such arrangements as they consider necessary to meet any liability due to taxation, social security or other amounts in respect of my participation in the Plan. These arrangements may include the sale or reduction in number of any shares of the Corporation (hereinafter referred to as the “Shares”) or the cash payment of all (or as nearly equivalent as reasonably possible) or any portion of the Tax Liability on my behalf, subject to my indemnification and repayment obligation hereunder, unless I, as the participant in the Plan, discharge the liability myself.
4. (Tax Filings)
By signing the Allocation Agreement, I agree to:
|
(1) |
make all necessary personal tax filings in the territory where I am tax resident in relation to this Plan; |
|
(2) |
make any required foreign exchange filings or notifications in relation to my holding of rights under the Plan in the territory where I am foreign exchange resident; and |
|
(3) |
comply with any requirements to notify my employer of my interests in rights relating to the Shares (whether these requirements are based on the internal rules of the Corporation, the Sony group, my employer or applicable law). |
5. (Pensions)
I understand and agree that this grant of Options to me will not affect my pension rights in any way. No additional contributions will be made by the Corporation or by any other member of the Sony group (including my employer) as a result of my participation in this Plan. Any pension I may receive will not be increased by my participation in this Plan.
6. (Tax Treatment)
I understand and agree that neither the Corporation nor any member of the Sony group (including my employer) has arranged for any special tax treatment to apply to these Options other than those expressly stated in the Allocation Agreement, if any. The Options are not tax qualified in any jurisdiction unless otherwise expressly stated in the Allocation Agreement.
[European Union:
This offer is being made to the Qualified Person as part of the Plan in order to provide an additional incentive and to encourage employee share ownership and to increase the Qualified Person’s interest in the success of the Corporation. The company offering these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The Shares which are the subject of these rights are new and/or existing shares of 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.
Details of the offer can be found in the Allocation Agreement.
The obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum number of shares which are the subject of this offer is 1,435,800.]
[Germany:
The Options granted under the Plan are provided on an ex-gratia basis and not in satisfaction of any right or expectation of the Qualified Person. The Qualified Person acknowledges that he/she has no such right or expectation in relation to the Option or any future grant of Options.]
[United Kingdom:
This offer is being made to the Qualified Person as part of the Plan in order to provide an additional incentive and to encourage employee share ownership and to increase the Qualified Person’s interest in the success of the Corporation. The company offering these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The Shares which are the subject of these rights are new and/or existing shares of 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.
Details of the offer can be found in the Allocation Agreement.
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 1,435,800.
Nothing in the terms of the Options or any communication issued to the Qualified Person in connection with the Options is intended to constitute investment advice in relation to the Options. If the Qualified Person is in any doubt as to whether to proceed in participating in this Allocation Agreement or in connection with the Qualified Person’s own financial or tax position, he/she is recommended to seek advice from a duly authorised independent adviser.]
SONY GROUP CORPORATION S-8
Exhibit 4.3
(TRANSLATION)
ARTICLES OF INCORPORATION
SONY GROUP CORPORATION
| Enacted: |
April 19, 1946 |
|
| Amended: |
August 3, 1946 |
December 27, 1962 |
| |
November 20, 1946
May 27, 1947
June 30, 1947
November 22, 1947
May 3, 1948
August 30, 1948
March 4, 1950
May 27, 1950
November 25, 1950
June 23, 1951
November 30, 1951
February 10, 1953
June 26, 1954
June 25, 1955
June 25, 1956
December 24, 1956
June 24, 1957
December 25, 1957
December 23, 1958
June 30, 1959
December 26, 1959
June 25, 1960
June 5, 1961
June 29, 1961
December 26, 1961
June 29, 1962 |
December 27, 1966
December 26, 1970
June 29, 1971
June 29, 1972
December 26, 1974
January 30, 1976
January 28, 1982
January 28, 1983
January 30, 1987
June 27, 1991
June 29, 1994
June 27, 1997
June 26, 1998
June 29, 1999
June 29, 2000
January 25, 2001
June 20, 2002
June 20, 2003
June 22, 2004
June 22, 2005
June 22, 2006
June 19, 2009
June 23, 2015
June 26, 2020
June 28, 2022
October 1, 2024 |
(TRANSLATION)
ARTICLES OF INCORPORATION
OF
SONY GROUP CORPORATION
(Sony Group Kabushiki Kaisha)
CHAPTER I
GENERAL PROVISIONS
The name of the Corporation
shall be “Sony Group Kabushiki Kaisha” and in English translation it shall be “SONY GROUP CORPORATION”.
| Article 2. |
(Company with Three Committees) |
The Corporation, being
a company with three committees, shall have the Board of Directors, Committees (Nominating Committee, Audit Committee and Compensation
Committee) and Accounting Auditors.
| Article 3. |
(Location of the Head Office) |
The head office of the
Corporation shall be located at Minato-ku, Tokyo, Japan.
The purpose of the Corporation
shall be to engage in the following business activities:
| (1) | Manufacture and sale of electronic and electrical machines and equipment; |
| (2) | Manufacture and sale of medical instruments, optical instruments and other equipment, machines and instruments; |
| (3) | Planning, production and sale of audio-visual software; |
| (4) | Planning, production and sale of computer software programs; |
| (5) | Manufacture and sale of metal industrial products, chemical industrial products and ceramic industrial
products; |
| (6) | Manufacture and sale of textile products, paper products and wood-crafted articles, daily necessities,
foodstuffs and toys; |
| (7) | Manufacture and sale of transportation
machines and equipment and petroleum and coal products; |
| (8) | Real estate activities, construction business, transportation business and warehousing business; |
| (9) | Publishing business and printing business; |
| (10) | Advertising agency business, insurance agency business, broadcasting enterprise, recreation business,
such as travel, management of sporting facilities, etc. and other service enterprises; |
| (12) | Type I and Type II telecommunications business under the Telecommunications Business Law; |
| (13) | Investing in stocks and bonds, etc.; |
| (14) | Manufacture, sale, export and import of products which are incidental to or related to those mentioned
in the preceding items; |
| (15) | Rendering of services related to those mentioned in the preceding items; |
| (16) | Investment in businesses mentioned in the preceding items operated by other companies or persons; and |
| (17) | All businesses which are incidental to or related to those mentioned in the preceding items. |
| Article 5. |
(Method of Public Notice) |
The method of public notices
of the Corporation shall be electronic public notices; provided, however, that if the Corporation is unable to give an electronic public
notice because of an accident or any other unavoidable reason, public notices of the Corporation may be given in the Nihon Keizai Shimbun.
CHAPTER II
SHARES
| Article 6. |
(Total Number of Shares Authorized to be Issued) |
The total number
of shares authorized to be issued by the Corporation shall be eighteen billion (18,000,000,000) shares.
| Article 7. |
(Number of Shares Constituting One Full Unit of Stock) |
The number of shares constituting
one full unit of stock shall be one hundred (100).
| Article 8. |
(Request for the Sale of Shares Constituting Less Than One Full Unit) |
A shareholder holding shares
constituting less than one full unit may request the Corporation to sell to the shareholder such amount of shares which will, when added
together with the shares constituting less than one full unit, constitute one full unit of stock.
| Article 9. |
(Transfer Agent) |
1. The
Corporation shall appoint a transfer agent. The transfer agent and its handling office shall be designated by a resolution of the Board
of Directors of the Corporation or a determination of the Corporate Executive Officer to whom the determination has been delegated by
a resolution of the Board of Directors of the Corporation and public notice thereof shall be given by the Corporation.
2. The
register of shareholders and the register of stock acquisition rights of the Corporation shall be kept at the handling office of the
transfer agent. The Corporation shall cause the transfer agent to handle the business pertaining to shares and stock acquisition rights,
such as entry (including digital entry; hereinafter the same interpretation being applicable) into the register of shareholders and the
register of stock acquisition rights, and purchase and sale of shares constituting less than one full unit, etc. The Corporation itself
shall not handle the above matters directly.
| Article 10. |
(Share Handling Regulations) |
The business pertaining
to shares and stock acquisition rights of the Corporation shall be governed by, in addition to these Articles of Incorporation, the Share
Handling Regulations adopted or amended by a resolution of the Board of Directors of the Corporation or the Corporate Executive Officer
to whom the adoption or amendment has been delegated by a resolution of the Board of Directors of the Corporation.
CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS
| Article 11. |
(Convocation) |
The ordinary general meeting
of shareholders shall be convened within three months after the end of each business year, and an extraordinary general meeting of shareholders
may be convened whenever necessary in accordance with a resolution of the Board of Directors of the Corporation.
| Article |
12. (Record Date of Ordinary General Meetings of Shareholders) |
The Corporation shall deem
any shareholder having voting rights, as appearing on the register of shareholders as of the end of the business year, to be a shareholder
who is entitled to exercise voting rights at the ordinary general meeting of shareholders for that business year.
| Article 13. |
(Convocation of Meetings and Chairman) |
The Director who is concurrently
in office as a Corporate Executive Officer, as so determined in advance by a resolution of the Board of Directors of the Corporation,
shall convene the general meetings of shareholders and act as the chairman thereof. When such Director is unable to act, another Director
concurrently in office as a Corporate Executive Officer, who is designated in accordance with an order of priority determined in advance
by a resolution of the Board of Directors of the Corporation, shall convene such general meetings and act as the chairman thereof.
| Article |
14. (Electronic Provision, etc.) |
1. 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.
2. 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.
| Article 15. |
(Method of Adopting Resolutions) |
1. Except
as otherwise provided by law or by these Articles of Incorporation, all resolutions of a general meeting of shareholders shall be adopted
by a majority of votes held by the attending shareholders entitled to exercise their voting rights.
2. Resolutions
provided for in Article 309, Paragraph 2 of the Companies Act may be adopted by not less than two-thirds of the votes held by the attending
shareholders who hold not less than one-third of the votes of shareholders entitled to exercise their voting rights.
| Article 16. |
(Exercise of Voting Rights by Proxy) |
When a shareholder or its
legal representative is not able to attend a general meeting of shareholders personally, he may entrust his voting rights to an attending
shareholder who has voting rights. However, a document evidencing the authority of a proxy must be filed with the Corporation.
| Article 17. |
(Adjournment or Change of Location of the Meeting) |
The chairman, in accordance
with a resolution adopted at a general meeting of shareholders, may adjourn, or change the location of the meeting.
The substance of the proceedings
at a general meeting of shareholders and the results thereof, as well as other matters provided for in laws and regulations, shall be
recorded in the minutes, and the chairman, other Directors and Corporate Executive Officers present shall inscribe their names and affix
their seals thereon or put their electronic signature thereon.
CHAPTER IV
DIRECTORS, BOARD OF DIRECTORS AND COMMITTEES
| Article 19. |
(Election of Directors) |
1. Directors
shall be elected at the general meetings of shareholders.
2. In
order to adopt a resolution for the election of Directors, the attendance of shareholders holding not less than one-third of the voting
rights of shareholders entitled to exercise their voting rights shall be required.
3. With
respect to resolutions for the election of Directors, no cumulative voting shall be used.
Article 20. (Term
of Office of Directors)
1. The
term of office of a Director shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last
business year ending within one year after his or her election.
2. The
term of office of a Director elected to fill a vacancy or to increase the number of Directors shall be the same as the remaining term
of office of the other Directors then in office.
| Article 21. |
(Limitation of Liabilities of Directors and Liability Limitation Agreement with Directors) |
1. The
Corporation may, by a resolution of the Board of Directors of the Corporation, exempt Directors from their liabilities provided for in
Article 423, Paragraph 1 of the Companies Act, to the extent permitted by law.
2. The
Corporation may enter into a liability limitation agreement with Directors (excluding Directors who execute business of the Corporation),
which shall limit the maximum amount of their liabilities provided for in Article 423, Paragraph 1 of the Companies Act to the higher
of either thirty million yen (30,000,000 yen) or an aggregate sum of the amounts prescribed in each item of Article 425, Paragraph 1 of
the Companies Act.
| Article 22. |
(Board of Directors) |
1. The
Directors of the Corporation shall constitute the Board of Directors of the Corporation.
2. The
Board of Directors of the Corporation shall make decisions concerning the affairs of the Corporation as provided by law and by these Articles
of Incorporation, as well as all other important affairs of the Corporation, and supervise the performance of the duties of the Directors
and Corporate Executive Officers.
| Article 23. |
(Holding of Meetings of the Board of Directors) |
Meetings of the Board of
Directors of the Corporation shall be either of ordinary or extraordinary meetings. Ordinary meetings of the Board of Directors of the
Corporation shall be held at least once every three months, while extraordinary meetings of the Board of Directors of the Corporation
shall be held whenever necessary.
| Article 24. |
(Notice of Convocation of the Board of Directors) |
Notice of a meeting of the
Board of Directors of the Corporation, giving the date, location and agenda, shall be sent to each Director at least five days prior to
the meeting; provided, however, that in case of urgency, such period may be shortened.
| Article 25. |
(Method of Adopting Resolutions of the Board of Directors) |
1. Resolutions
of the Board of Directors of the Corporation shall be adopted by a majority of the Directors present, which present Directors shall constitute,
in number, a majority of the total number of Directors entitled to vote.
2. Notwithstanding
the preceding paragraph, in accordance with Article 370 of the Companies Act, the Corporation may deem that the matters to be resolved
by the Board of Directors are adopted by a resolution of the Board of Directors when all the Directors unanimously express their agreement
to such matters.
| Article 26. |
(Minutes of the Board of Directors) |
The substance of the proceedings
of a meeting of the Board of Directors of the Corporation and the results thereof, as well as other matters provided for in laws and regulations,
shall be recorded in the minutes, and the attending Directors shall inscribe their names and affix their seals thereon or put their electronic
signatures thereon.
| Article 27. |
(Nominating Committee, Audit Committee and Compensation Committee) |
Each of the Nominating Committee,
the Audit Committee and the Compensation Committee shall make decisions on the matters prescribed by law, and respectively shall exercise
their power and authority which are required in performing their respective business.
| Article 28. |
(Organization of Each Committee) |
1. Each
Committee shall consist of three (3) or more Directors, a majority of whom shall be outside Directors; provided, however, that a Director
who is a member of the Audit Committee shall not concurrently be in office as a Corporate Executive Officer, a Director who operates the
business, an Accounting Counselor (kaikeisanyo), a general manager (shihainin) or any other employee of the Corporation or any of its
subsidiaries.
2. Directors
who are to be members of any Committee shall be determined by a resolution of the Board of Directors of the Corporation.
CHAPTER V
CORPORATE EXECUTIVE OFFICERS
| Article 29. |
(Election of Corporate Executive Officers) |
Corporate Executive Officers
shall be appointed by a resolution of the Board of Directors of the Corporation.
| Article 30. |
(Term of Office of Corporate Executive Officers) |
1. The
term of office of a Corporate Executive Officer shall expire on the last day of the business year ending within one year after his or
her election.
2. The
term of office of a Corporate Executive Officer elected to fill a vacancy or to increase the number of Corporate Executive Officers shall
be the same as the remaining term of office of the other Corporate Executive Officers then in office.
| Article 31. |
(Representative Corporate Executive Officers) |
Corporate Executive Officers
who shall represent the Corporation shall be appointed by a resolution of the Board of Directors of the Corporation.
| Article 32. |
(Limitation of Liabilities of Corporate Executive Officers) |
The Corporation may, by
a resolution of the Board of Directors of the Corporation, exempt Corporate Executive Officers from their liabilities provided for in
Article 423, Paragraph 1 of the Companies Act, to the extent permitted by law.
CHAPTER VI
ACCOUNTS
| Article 33. |
(Business Year) |
The business year of the
Corporation shall commence on April 1 of each year and shall end on March 31 of the next following year.
| Article 34. |
(Dividends from Surplus) |
1.
The Corporation may determine the matters provided for in each item of Article 459, Paragraph 1 of the Companies Act by a resolution of
the Board of Directors without a resolution of a general meeting of shareholders.
2. The
Corporation may make distribution of surplus in cash (hereinafter referred to as the “Dividends”) to shareholders or registered
share pledgees whose names appear on the register of shareholders as of the close of March 31 or September 30 of each year.
| Article 35. |
(Expiration Period) |
In case Dividends shall
not be received within five (5) years after the due date of each payment, the Corporation shall be relieved of the obligation for the
payment thereof. Dividends payable shall bear no interest.
| Article 36. |
(Conversion of Convertible Debentures and Dividends) |
1. With
respect to the calculation of the first Dividends to be paid on shares issued upon conversion of convertible debentures, such conversion
shall be deemed to have occurred at the beginning of the business year in which the conversion was applied for.
2. For
purposes of applying the preceding paragraph, the period from April 1 to September 30 of the same year and the period from October 1 to
March 31 of the next following year, shall be deemed business years, respectively.
CHAPTER VII
MISCELLANEOUS PROVISIONS
| Article 37. |
(Transitional Measures for Limitation of Liabilities of Directors, Statutory Auditors and Corporate Executive Officers) |
1. The
Corporation may, by a resolution of the Board of Directors of the Corporation, exempt Directors from their liabilities arising in connection
with the actions provided for in Article 266, Paragraph 1, Item 5 of the Commercial Code, not as amended (hereinafter referred to as the
“Old Commercial Code”) by the Law for Maintenance, Etc. of Relevant Laws Relating to the Enforcement of the Companies Act
(Law No. 87, 2005; hereinafter referred to as the “Maintenance Law”) that occurred prior to the close of the 86th ordinary
general meeting of shareholders, to the extent permitted by law.
2. The
Corporation may, by a resolution of the Board of Directors of the Corporation, exempt Statutory Auditors from their liabilities under
the Old Commercial Code arising prior to the close of the 86th ordinary general meeting of shareholders, to the extent permitted by law.
3. The
Corporation may, by a resolution of the Board of Directors of the Corporation, exempt Directors and Corporate Executive Officers from
their liabilities arising from actions set forth in Article 21-17, Paragraph 1 of the Law for Special Exceptions to the Commercial Code
Concerning Audits, Etc. of Kabushiki-kaisha, which actions are taken prior to the enactment of the Maintenance Law, to the extent permitted
by law.
SONY GROUP CORPORATION S-8
Exhibit 5.1
November 25, 2024
Sony Group Corporation
7-1, Konan 1-chome
Minato-ku, Tokyo 108-0075
Japan
Ladies and Gentlemen:
We have acted as Japanese counsel
to Sony Group Corporation, a corporation organized under the laws of Japan (“Sony”) in connection with the Registration Statement
as defined below. Sony has requested our opinion in connection with a Registration Statement on Form S-8 (the “Registration Statement”)
which is (i) to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Act”);
and which (ii) relates to an aggregate of 4,302,800 shares of its common stock (the “Shares”) which are issuable upon exercise
of the Fifty-First Series of Stock Acquisition Rights for Shares of Common Stock of Sony and the Fifty-Second Series of Stock Acquisition
Rights for Shares of Common Stock of Sony (together, the “SARs”) granted to corporate executive officers and employees of
Sony and directors, officers and employees of subsidiaries of Sony in connection with its Stock Incentive Plan.
In connection with this opinion
letter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and
such other records, documents (including, but not limited to, (i) a certified copy of the certificate of decision of the Representative
Corporate Executive Officer of Sony dated November 8, 2024 (the “Certificate of Decision of the Representative Corporate Executive
Officer”) and (ii) a copy of the valuation letter for the valuation of the SARs by KPMG FAS Co., Ltd. (“KPMG”)
dated November 22, 2024 (the “Valuation Letter”)), certificates, agreements, or other instruments and have made such
other inquiries, all as we deemed necessary to enable us to render the opinions expressed below.
Having examined the above documents
and having regard to the relevant laws of Japan to the extent that they are applicable, and subject to the assumptions and qualifications
set out herein, we are of the opinion that the Shares to be issued upon exercise of the SARs have been duly and validly authorized for
issuance and, when issued upon exercise of the SARs in compliance with the provisions of the terms and conditions of the SARs, will be
validly issued, fully paid and non-assessable.
We have assumed, for the purpose
of rendering this opinion, that (i) all signatures or seal impressions on any documents we reviewed are true and genuine; (ii) all documents
submitted to us as originals are authentic and complete; (iii) all documents submitted to us as copies are complete and conform to the
originals thereof that are authentic and complete; (iv) all documents submitted to us as forms are, or will be, executed in such forms;
(v) statements included, expressly or impliedly, in the documents, record and certificate of Sony or public officials are true and conform
to the relevant facts thereof; (vi) all natural person-signatories who have executed or delivered the relevant documents on behalf of
the relevant parties thereto have and had at the relevant times the sufficient and competent legal capacity to take such actions; (vii)
nothing in the applicable law of any jurisdiction other than Japan would conflict with, or preclude the performance, legality, validity,
effectiveness or enforcement of the terms and conditions of the SARs and other relevant documents, (viii) the valuation method for the
valuation of the SARs stated in the Certificate of Decision of the Representative Corporate Executive Officer (the “Valuation Method”)
is a reasonable method that can correctly and accurately calculate the fair value of the SARs, (ix) the Representative Corporate Executive
Officer of Sony decided on the issuance of the SARs based on his understanding that the Valuation Method is a reasonable method to correctly
and accurately calculate the fair value of the SAR based upon the advice provided by KPMG as an
expert on valuation of financial instruments and without any knowledge of any facts that contradict such understanding, and (x)
the valuation results of the valuation of the SARs stated in the Valuation Letter (the “Valuation
Results”), correctly and accurately represent the fair value of the SARs. We have not independently verified any of the matters
referred to in (i) through (x) above.
The foregoing opinion is based
on the assumptions, qualified by and subject to the limitations, set forth below:
| (i) | This opinion letter is strictly limited to the matters stated herein and may not be read as extending
by implication to any other matters or documents not specifically referred to herein. |
| (ii) | We are members of the bar of Japan and our opinion is limited solely to the laws of Japan in force and
as interpreted as at the date hereof. |
| (iii) | We neither express nor imply any view or opinion with regard to the requirements of any state or country
other than Japan. |
| (iv) | We express no opinion as to the availability of specific performance, injunctive relief or any other similar
remedy. |
| (v) | The opinion expressed above is subject to (a) applicable bankruptcy, civil rehabilitation, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the rights of creditors generally, and (b) any applicable
statutes of limitation, the public order or policy, good morals doctrine, the good faith and fair dealing doctrine, the abuse of rights
doctrine and appropriate court procedures. |
| (vi) | The above opinion does not cover any matters related to tax laws, treaties, regulations or guidelines. |
| (vii) | In the opinion herein, Japanese legal concepts are expressed in English terms and not in their original
Japanese terms. The concepts concerned may not be identical to the concept described by the equivalent English terms as they exist under
the laws of other jurisdictions. We do not render any opinion as to how judges qualified in a foreign jurisdiction would interpret Japanese
legal concepts or expressions, and this opinion may only be relied upon under the express condition that any issues of interpretation
or liability arising thereunder will be governed by the laws of Japan and be brought before a Japanese court. |
| (viii) | We express no opinion as to any amendments, supplements, renewals, extensions or other modification of
any documents referred to herein which may be made after the delivery of this opinion. |
| (ix) | We express no opinion as to any issue directly or indirectly related
to the valuation of financial instruments, including whether the Valuation Method is a reasonable method to calculate the fair
value of the SARs or whether the Valuation Results represent the fair value of the SARs for the purpose of determining whether the amount
to be paid for the SARs would be considered a “particularly favorable amount” as set forth in Article 238, Paragraph 3, Item
2 of the Companies Act in Japan. |
We consent to the inclusion of
this opinion as part of the Registration Statement and to the reference to our firm therein. In giving this consent, we do not admit that
we come within the category of persons whose consent is required under Section 7 of the Act or the rules promulgated thereunder.
(MI)
SONY GROUP CORPORATION 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 25, 2024 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, 2024.
/s/ PricewaterhouseCoopers Japan LLC
Tokyo, Japan
November 25, 2024
SONY GROUP CORPORATION 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 Fifty-First Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation |
Other (2) |
2,867,000 |
¥2,887.75
$18.67
|
¥8,279,179,250.00
$53,524,562.00 |
0.00015310 |
$8,194.61 |
| Equity |
Common Stock(3), reserved for issuance pursuant to the Fifty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation |
Other (2) |
1,435,800 |
¥2,887.75
$18.67
|
¥4,146,231,450.00
$26,805,220.13
|
0.00015310 |
$4,103.88 |
| Total Offering Amounts |
$80,329,782.13 |
|
$12,298.49 |
| Total Fee Offsets |
|
|
N/A |
| Net Fee Due |
|
|
$12,298.49 |
(1) Consists of shares of common stock (the “Common Stock”)
of Sony Group Corporation (the “Registrant”) to be issued or disposed upon the exercise of stock acquisition rights
granted pursuant to the Fifty-First Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation and the Fifty-Second
Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation (the “Plans”). Such indeterminable
number of additional shares of Common Stock as may be issuable or disposable pursuant to the operation of the recapitalization and adjustment
provisions of the Plans 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 Rule 457(h) under the Securities Act of 1933,
as amended (the “Securities Act”). With respect to the options issued under the Plans, the Proposed Maximum Offering
Price Per Unit of Common Stock is based on ¥2,887.75 per share, the average of the high and low prices of the Common Stock, as reported
on the Tokyo Stock Exchange on November 18, 2024. Such Proposed Maximum Offering Price Per Unit of Common Stock was converted to U.S.
dollars based on the New York foreign exchange rate for November 18, 2024 of ¥154.68 = $1.00 as published in the Wall Street Journal
on November 18, 2024.
(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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