Form 20-F X
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Form 40-F __
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SONY CORPORATION
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(Registrant)
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By: /s/ Hiroki Totoki
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(Signature)
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Hiroki Totoki
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Senior Executive Vice President and
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Chief Financial Officer
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News & Information
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1-7-1 Konan, Minato-ku
Tokyo, 108-0075 Japan
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I.
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The reason the Corporation will issue Stock Acquisition Rights for the purpose of granting stock options
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II.
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The principal terms of the issue
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1.
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Person to whom Stock Acquisition Rights will be allocated and number of Stock Acquisition Rights to be allocated:
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Number of persons
(Number of Stock Acquisition Rights)
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Officer/Employee of a subsidiary of the Corporation
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1 (200)
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2.
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Class and number of shares to be issued or transferred upon exercise of Stock Acquisition Rights:
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20,000 shares of common stock of the Corporation
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The number of shares to be issued or transferred upon exercise of each Stock Acquisition Right (the “Number of Granted Shares”) shall be 100 shares.
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3.
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Aggregate number of Stock Acquisition Rights:
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200
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4.
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Payment in exchange for Stock Acquisition Rights:
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Stock Acquisition Rights are issued without payment of any consideration to the Corporation.
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5.
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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 each Stock Acquisition Right shall be the amount obtained by multiplying the amount to be paid per
share to be issued or transferred upon exercise of Stock Acquisition Rights (the “Exercise Price”) by the Number of Granted Shares. The Exercise Price shall initially be the U.S. dollar amount obtained by dividing the average of the
closing prices of the Common Stock in the regular trading thereof on the Tokyo Stock Exchange (each the “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 (the “Reference Yen Price”) by the average of the exchange rate quotations by a leading commercial bank in Tokyo for selling spot 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 either (i) the average of the Closing Prices for the thirty (30) consecutive trading days (excluding days on which there is no Closing Price)
commencing on the forty-fifth (45th) trading day immediately before the day immediately after the allotment date of Stock Acquisition Rights, or (ii) the Closing Price on the allotment date of Stock Acquisition Rights (if there is no
Closing Price on such date, the Closing Price on the immediately preceding trading day), the Exercise Price shall be the U.S. dollar amount obtained by dividing the higher price of (i) or (ii) above 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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6.
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Period during which Stock Acquisition Rights may be exercised:
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From and including April 17, 2021, up to and including April 16, 2030. 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. The exercise of Stock Acquisition Rights during such period shall be subject to the restrictions provided for in the allocation agreement entered into by and between the
Corporation and the person to whom Stock Acquisition Rights will be allocated (the “Allocation Agreement”).
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7.
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Conditions for the exercise of Stock Acquisition Rights:
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(1)
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No Stock Acquisition Right may be exercised in part.
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(2)
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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, 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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(3)
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The exercise of the Stock Acquisition Rights shall be subject to the conditions and restrictions provided for in the Allocation Agreement.
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8.
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Matters concerning the amount of capital and the additional paid-in capital increased by the issuance of shares upon exercise of Stock Acquisition Rights:
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(1)
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The amount of capital increased by the issuance of shares upon exercise of 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.
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(2)
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The amount of additional paid-in capital increased by the issuance of shares upon exercise of 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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9.
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Mandatory repurchase of Stock Acquisition Rights:
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Not applicable.
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10.
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Restrictions on the acquisition of Stock Acquisition Rights through transfer:
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The Stock Acquisition Rights cannot be acquired through transfer (other than any transfer upon the death of a holder of the Stock Acquisition Rights to such
holder’s estate or beneficiaries), unless such acquisition is expressly approved by the Board of Directors of the Corporation. Transfer of the Stock Acquisition Rights shall be subject to the restrictions provided for in the
Allocation Agreement.
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11.
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Allotment date of Stock Acquisition Rights:
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April 17, 2020
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