Sony 2015 Annual Report Download - page 109

Thereafter, such shareholder is required to present Sony Corporation a receipt of the notice request in
accordance with the Sony Corporation’s Share Handling Regulations. Under the Book-entry Transfer Act, the
shareholder shall exercise such shareholders’ right within four weeks after the notice above has been given to
Sony Corporation.
Mitsubishi UFJ Trust and Banking Corporation is the transfer agent for Sony Corporation’s capital stock. As
such, it keeps Sony Corporation’s register of shareholders in its office at 4-5, Marunouchi 1-chome, Chiyoda-ku,
Tokyo.
Non-resident shareholders are required to appoint a standing proxy in Japan or file notice of a mailing
address in Japan. Notices from Sony Corporation to non-resident shareholders are delivered to such standing
proxies or mailing address. Japanese securities companies and commercial banks customarily act as standing
proxies and provide related services for standard fees. The recorded holder of deposited shares underlying the
American Depositary Shares (“ADSs”) is the depositary for the ADSs. Accordingly, holders of ADSs will not be
able to directly assert shareholders’ rights against Sony Corporation.
(Authorized capital)
Under the Articles of Incorporation of Sony Corporation, Sony Corporation may only issue shares of
Common Stock. Sony Corporation’s Articles of Incorporation provide that the total number of shares authorized
to be issued by Sony Corporation is 3.6 billion shares.
All shares of capital stock of Sony Corporation have no par value. All issued shares are fully-paid and non-
assessable.
(Distribution of Surplus)
Distribution of Surplus — General
Under the Companies Act, distributions of cash or other assets by joint stock corporations to their
shareholders, so called “dividends,” are referred to as “distributions of Surplus” (“Surplus” is defined in
“— Restriction on distributions of Surplus”). Sony Corporation may make distributions of Surplus to
shareholders any number of times per business year, subject to certain limitations described in “— Restriction on
distributions of Surplus.” Distributions of Surplus are required in principle to be authorized by a resolution of a
General Meeting of Shareholders, but Sony Corporation may authorize distributions of Surplus by a resolution of
the Board of Directors as long as its non-consolidated annual financial statements and certain documents for the
last business year present fairly its assets and profit or loss, as required by ordinances of the Ministry of Justice.
Distributions of Surplus may be made in cash or in kind in proportion to the number of shares of Common
Stock held by each shareholder. A resolution of the Board of Directors or a General Meeting of Shareholders
authorizing a distribution of Surplus must specify the kind and aggregate book value of the assets to be
distributed, the manner of allocation of such assets to shareholders, and the effective date of the distribution. If a
distribution of Surplus is to be made in kind, Sony Corporation may, pursuant to a resolution of the Board of
Directors or (as the case may be) a General Meeting of Shareholders, grant a right to the shareholders to require
Sony Corporation to make such distribution in cash instead of in kind. If no such right is granted to shareholders,
the relevant distribution of Surplus must be approved by a special resolution of a General Meeting of
Shareholders (refer to “Voting rights” with respect to a “special resolution”).
Under the Articles of Incorporation of Sony Corporation, year-end dividends and interim dividends may be
distributed in cash to shareholders appearing in Sony Corporation’s register of shareholders as of March 31 and
September 30 each year, respectively, in proportion to the number of shares of Common Stock held by each
shareholder following approval by the Board of Directors or (as the case may be) the General Meeting of
Shareholders. Sony Corporation is not obliged to pay any dividends in cash unclaimed for a period of five years
after the date on which they first became payable.
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