Sony 2015 Annual Report Download - page 111

As Sony Corporation has become a company with respect to which consolidated balance sheets should also
be considered in the calculation of the Distributable Amount (renketsu haito kisei tekiyo kaisha), Sony
Corporation must further deduct from the amount of Surplus the excess amount, if any, of (x) the total amount of
stockholders’ equity appearing on the non-consolidated balance sheet as of the end of the last business year and
certain other amounts set forth by an ordinance of the Ministry of Justice over (y) the total amount of
stockholders’ equity and certain other amounts set forth by an ordinance of the Ministry of Justice appearing on
the consolidated balance sheet as of the end of the last business year.
If Sony Corporation has prepared interim financial statements as described below, and if such interim
financial statements have been approved by the Board of Directors or (if so required by the Companies Act) by a
General Meeting of Shareholders, then the Distributable Amount must be adjusted to take into account the
amount of profit or loss, and the amount of consideration for any of the treasury stock disposed of by Sony
Corporation, during the period in respect of which such interim financial statements have been prepared. Sony
Corporation may prepare non-consolidated interim financial statements consisting of a balance sheet as of any
date subsequent to the end of the last business year and an income statement for the period from the first day of
the current business year to the date of such balance sheet. Interim financial statements so prepared by Sony
Corporation must be audited by the Audit Committee and the independent auditor, as required by the Companies
Act and in accordance with the details prescribed by ordinances of the Ministry of Justice.
(Capital and reserves)
Sony Corporation may generally reduce its additional paid-in capital or legal reserve by resolution of a
General Meeting of Shareholders and, if so decided by the same resolution, may account for the whole or any
part of the amount of such reduction as stated capital. On the other hand, Sony Corporation may generally reduce
its stated capital by a special shareholders’ resolution (as defined in “Voting rights”) and, if so decided by the
same resolution, may account for the whole or any part of the amount of such reduction as additional paid-in
capital. In addition, Sony Corporation may reduce its Surplus and increase either (i) stated capital or
(ii) additional paid-in capital and/or legal reserve by the same amount, in either case by resolution of a General
Meeting of Shareholders.
(Stock splits)
Sony Corporation may at any time split shares in issue into a greater number of shares at the determination
of the Chief Executive Officer (“CEO”), and may amend its Articles of Incorporation to increase the number of
the authorized shares to be issued to allow such stock split pursuant to a resolution of the Board of Directors or a
determination by a Corporate Executive Officer to whom the authority to make such determination has been
delegated by a resolution of the Board of Directors, rather than relying on a special shareholders’ resolution,
which is otherwise required for amending the Articles of Incorporation.
When a stock split is to be made, Sony Corporation must give public notice of the stock split, specifying the
record date thereof, at least two weeks prior to such record date. Under the central book-entry transfer system
operated by JASDEC, Sony Corporation must also give notice to JASDEC regarding a stock split at least two
weeks prior to the relevant effective date of the stock split. On the effective date of the stock split, the numbers of
shares recorded in all accounts held by Sony Corporation’s shareholders at account managing institutions or
JASDEC will be increased in accordance with the applicable ratio.
(Consolidation of shares)
Sony Corporation may at any time consolidate issued shares into a smaller number of shares by a special
shareholders’ resolution. When a consolidation of shares is to be made, Sony Corporation must give public notice
or notice to each shareholder at least two weeks prior to the effective date of the consolidation of shares. Under
the central book-entry transfer system operated by JASDEC, Sony Corporation must also give notice to JASDEC
regarding a consolidation of shares at least two weeks prior to the effective date of the consolidation of shares.
On the effective date of the consolidation of shares, the numbers of shares recorded in all accounts held by Sony
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