July 1, 2020
Sony Corporation
Disposal of Treasury Shares as Restricted Stock Compensation
Sony Corporation (the “Corporation”) today announces that, pursuant to the delegation of authority approved by resolutions of the Board of Directors
of the Corporation, the Representative Corporate Executive Officer of the Corporation decided to dispose of treasury shares (the “Disposal of Treasury Shares”) as restricted stock compensation, as follows:
1. Outline of the Disposal
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(1) Disposal date
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July 21, 2020
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(2) Class and number of shares to be
disposed
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197,000 shares of common stock of the Corporation
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(3) Disposal price
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(4) Total disposal price of shares to be
disposed
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(5) Allottees
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6 Corporate Executive Officers of the Corporation:
10 Non-Executive Directors of the Corporation:
10 Executives of the Corporation:
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(6) Other
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Disposal of Treasury Shares to be allotted is conditioned on the securities registration statement taking effect in
accordance with the Financial Instruments and Exchange Act.
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2. Purpose of and Reasons for the Disposal
At the meeting of the Compensation Committee held on April 27, 2017, the Corporation passed a resolution to adopt a policy to introduce a stock
compensation plan under which shares of common stock subject to transfer restrictions (the “Shares of Restricted Stock”) would be allotted to certain
Corporate Executive Officers and other executives of the Corporation and the Related Companies (as defined below) as compensation for the purposes of (i) further promoting shared values between the shareholders and the executives and (ii)
giving an incentive to such executives to continuously enhance the mid- to long-term business performance of the Corporation and its corporate value. Furthermore,
at the meeting of the Compensation Committee held on February 1, 2018, based on
the policy, it was decided that the Corporation would grant Shares of Restricted Stock to the non-executive directors of the Corporation (the “Non-Executive Directors”) under such stock compensation plan for the purpose of developing and maintaining a sound and transparent management system through further promoting shared values between the
shareholders and the Non-Executive Directors (together with the plan to grant to
the Corporate Executive Officers and other executives of the Corporation and the
Related Companies, the “Compensation Plan”).
At the meeting of the Compensation Committee held on June 29, 2020, based on the objectives of the Compensation Plan, it was decided that the
Corporation would grant Shares of Restricted Stock to all of the Corporate Executive Officers, all of the Non-Executive Directors and certain Executives of the Corporation (the Corporate Executive Officers, the Non-Executive Directors and the
Executives of the Corporation who will be granted Shares of Restricted Stock shall be hereinafter individually referred to as the “Qualified Person” and collectively referred to as the “Qualified Persons”).
Pursuant to the decision of the Representative Corporate Executive Officer of the Corporation dated July 1, 2020, which takes into account the
above-mentioned resolution of the Compensation Committee, and based on the delegation of authority approved by resolutions of the Board of Directors of the Corporation pursuant to Article 416, paragraph 4 of the Companies Act, the shares of
common stock of the Corporation that relate to the Disposal of Treasury Shares will be disposed to the Qualified Persons in accordance with the Compensation Plan. Each Qualified Person will make an in-kind contribution to the Corporation of
the monetary compensation receivables paid by the Corporation to each Qualified Person in order to grant to such Qualified Person Shares of Restricted Stock. The Corporation considers that the compensation of the Qualified Persons, which
includes Shares of Restricted Stock that are granted to the Qualified Persons, is at an appropriate level in accordance with the roles, functions and responsibilities of the Qualified Persons, based upon third-party research regarding
compensation paid to management of both domestic and foreign companies.
The Corporation plans to execute, with each Qualified Person, an allotment agreement for Shares of Restricted Stock (the “Allotment Agreement”) which
contains substantially the following terms:
3. Outline of the Allotment Agreement
(1) Transfer Restriction Period
With respect to Qualified Persons who are the Corporate Executive Officers or the Executives of the Corporation, until June 26, 2023, and, with respect to Qualified Persons
who are the Non-Executive Directors of the Corporation, until June 26, 2029 (individually or collectively, the “Transfer Restriction Period”), the Qualified Person shall not transfer, create any security interest on or otherwise dispose of the
shares of common stock of the Corporation allotted pursuant to the Allotment Agreement (the “Allotted Shares”) (the “Transfer Restriction”).
(2) Conditions for Releasing the Transfer Restriction
The Corporation shall remove, as of the expiration of the relevant Transfer Restriction Period, the Transfer Restriction on all of
the Allotted Shares, on the condition that the Qualified Person who is a Corporate Executive Officer or an Executive of the Corporation has held, throughout the Transfer Restriction Period, one or more of his or her positions, as applicable,
as a Director, a Corporate Executive Officer or another executive, or an employee of the Corporation or a Related Company of the Corporation (a “Related Company” means a “subsidiary (kogaisha)” as defined in Article 8, Paragraph 3 of the
Ordinance on the Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated company (kanren kaisha)” as defined in Paragraph 5 of such Article; the same shall apply hereinafter), or that the Qualified Person
who is a Non-Executive Director of the Corporation has held, throughout the Transfer Restriction Period, his or her position as a Director of the Corporation. However, if, during the Transfer Restriction Period, a Qualified Person who is a
Corporate Executive Officer of the Corporation ceases to hold all the positions that he or she has held as a Director, a Corporate Executive Officer or another executive at, and if applicable, ceases to be an employee of, the Corporation or a
Related Company due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee, the Corporation shall, as necessary, make reasonable adjustments to the number of the Allotted Shares for which
the Transfer Restriction is to be removed and the timing of the removal of the Transfer Restriction, and any Allotted Shares that are outside the scope of the removal of the Transfer Restriction will be acquired by the Corporation without any
consideration to, or consent of, the Qualified Person. If, during the Transfer Restriction Period, a Qualified Person who is a Non-Executive Director of the Corporation ceases to hold the position that he or she has held as a Director of the
Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there are special circumstances),
the Corporation shall remove the transfer restriction on all of the Allotted Shares and make reasonable adjustments to the timing of the removal of the Transfer Restriction as necessary. Furthermore, if, during the Transfer Restriction
Period, a Qualified Person who is an Executive of the Corporation ceases to hold all the positions that he or she has held as a Director, a Corporate Executive Officer or another executive at, and if applicable, ceases to be an employee of,
the Corporation or a Related Company of the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Corporation, the Corporation shall, as necessary, make reasonable adjustments to the number of
the Allotted Shares for which the Transfer Restriction is to be removed and the timing of the removal of the Transfer Restriction, and any Allotted Shares that are outside the scope of the removal of the Transfer Restriction will be acquired
by the Corporation without any consideration to, or consent of, the Qualified Person.
(3) Grounds for the Acquisition without Consideration
As to a Qualified Person who is a Corporate Executive Officer of the Corporation, if
certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold all the positions that he or she holds as a Director, a Corporate Executive Officer or another executive at,
and if applicable, ceases to be an employee of, the Corporation or a Related Company, the Corporation will acquire the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases
to hold all such positions that he or she holds at, and, if applicable, ceases to be an employee of, the Corporation or a Related Company due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation
Committee. As to a Qualified Person who is a Non-Executive Director of the Corporation, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold the position that he
or she has held as a Director of the Corporation, the Corporation will acquire the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold such position that he or
she has held at the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there are
special circumstances). Furthermore, as to a Qualified Person who is an Executive of the Corporation, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold all
the positions that he or she has held as a Director, a Corporate Executive Officer or another executive at, and if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation, the Corporation will acquire
the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold all such positions that he or she has held at, and, if applicable, ceases to be an employee of, the
Corporation or a Related Company of the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Corporation.
(4) Management of Shares
In order to prevent the Allotted Shares from being transferred, having any security interest created thereon or otherwise being disposed of during the Transfer Restriction
Period, the Corporation will take such measures as the Corporation considers appropriate, including the management in dedicated accounts established at domestic and/or foreign securities companies.
(5) Treatment in Case of Organizational Restructuring
During the Transfer Restriction Period, if a matter relating to a merger agreement under which the Corporation will become the
dissolving company, a share exchange agreement or a share transfer plan under which the Corporation will become a wholly-owned subsidiary or any other organizational restructuring is approved at a General Meeting of Shareholders of the
Corporation (or, if an approval at a General Meeting of Shareholders of the Corporation is not required regarding the
above-mentioned organizational restructuring, then the approval by the Representative Corporate Executive Officer of the Corporation), pursuant to the decision of the Representative Corporate Executive Officer, the Transfer Restriction on the
Allotted Shares of a number reasonably determined among the Allotted Shares owned by the Qualified Person on the date of the approval shall be removed immediately prior to the business day preceding the effective date of such organizational
restructuring.
4. Basis of Calculation of the Payment Amount and Specific Details thereof
The Disposal of Treasury Shares to each Qualified Person shall be carried out for the fiscal year ending March 31, 2021 (with respect to any
Qualified Person who is not in the relevant office as of April 1, 2020, for the period from the date on which he or she takes office to March 31, 2021). Each Qualified Person will make an in-kind contribution to the Corporation of the monetary
compensation receivables paid by the Corporation to such Qualified Person to exchange for Shares of Restricted Stock allotted to the Qualified Person under the Compensation Plan. In light of the terms and conditions of the bonds with stock
acquisition rights that are already issued by the Corporation, and in order to eliminate any arbitrariness in the determination of the disposal price,
the disposal price shall be 7,384 yen, which is the higher of (i) 7,257 yen, which is the average of the closing prices of the shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange, Inc. (each, the
“Closing Price”) for the thirty (30) consecutive trading days commencing on the forty-fifth (45th) trading day immediately before the day
immediately after the payment date of the Allotted Shares (excluding days on which there is no Closing Price, and trading days during the period from May 20, 2020 to June 30, 2020) (any fraction of less than one (1) yen arising as a result of
such calculation shall be rounded up to the nearest one (1) yen); and (ii) 7,384 yen, which is the Closing Price on June 30, 2020 (the business day immediately before the date on which the Representative Corporate Executive Officer of the
Corporation made a decision on the Disposal of Treasury Shares). We believe that the disposal price is reasonable on the basis that it is, in accordance with the above-mentioned method of calculation of the disposal price, equal to the market
stock price immediately prior to the date on which the Representative Corporate Executive Officer of the Corporation made the decision relating to the Disposal of Treasury Shares, and we also believe that the disposal price does not represent a
price that is particularly favorable to the Qualified Persons.
End of Document