Sony 2015 Annual Report Download - page 112

Corporation’s shareholders at account managing institutions or JASDEC will be decreased in accordance with
the applicable ratio. Sony Corporation must disclose the reason for the consolidation of shares at a General
Meeting of Shareholders.
(General Meeting of Shareholders)
The Ordinary General Meeting of Shareholders of Sony Corporation for each business year is normally held
in June of each year in Tokyo, Japan. In addition, Sony Corporation may hold an Extraordinary General Meeting
of Shareholders whenever necessary by giving notice thereof at least two weeks prior to the date set for the
meeting.
Notice of a shareholders’ meeting setting forth the place, time and purpose thereof must be mailed to each
shareholder having voting rights (or, in the case of a non-resident shareholder, to such shareholder’s resident
proxy or mailing address in Japan) at least two weeks prior to the date set for the meeting. Under the Companies
Act, such notice may be given to shareholders by electronic means, subject to obtaining consent by the relevant
shareholders. The record date for an Ordinary General Meeting of Shareholders is March 31 of each year.
Any shareholder or group of shareholders holding at least three percent of the total number of voting rights
for a period of six months or more may require the convocation of a General Meeting of Shareholders for a
particular purpose. Unless such a shareholders’ meeting is convened promptly or a convocation notice of a
meeting which is to be held not later than eight weeks from the day of such demand is dispatched, the requiring
shareholder may, upon obtaining a court approval, convene such a shareholders’ meeting.
Any shareholder or group of shareholders holding at least 300 voting rights or one percent of the total
number of voting rights for a period of six months or more may propose a matter to be considered at a General
Meeting of Shareholders by submitting a written request to Sony Corporation at least eight weeks prior to the
date set for such meeting.
If the Articles of Incorporation so provide, any of the minimum voting rights or percentages, time periods
and number of voting rights necessary for exercising the minority shareholder rights described above may be
decreased or shortened. Sony Corporation’s Articles of Incorporation currently do not include any such
provisions.
(Voting rights)
So long as Sony Corporation maintains the unit share system, a holder of shares constituting one or more
units is entitled to one vote for each such unit of stock (refer to (“Unit share system”) below; currently 100 shares
constitute one unit), except that no voting rights with respect to shares of capital stock of Sony Corporation are
afforded to Sony Corporation or any corporate or certain other entities more than one-quarter of the total voting
rights of which are directly or indirectly held by Sony Corporation. If Sony Corporation eliminates from its
Articles of Incorporation the provisions relating to units of stock, holders of capital stock will have one vote for
each share they hold. Except as otherwise provided by law or by the Articles of Incorporation of Sony
Corporation, a resolution can be adopted at a General Meeting of Shareholders by a majority of the number of
voting rights of all the shareholders represented at the meeting. The Companies Act and Sony Corporation’s
Articles of Incorporation provide, however, that the quorum for the election of Directors shall be one-third of the
total number of voting rights of all the shareholders. Sony Corporation’s shareholders are not entitled to
cumulative voting in the election of Directors. Shareholders may cast their votes in writing and may also exercise
their voting rights through proxies, provided that the proxies are also shareholders holding voting rights.
Shareholders may also exercise their voting rights by electronic means pursuant to the method designated by
Sony Corporation.
The Companies Act and the Articles of Incorporation of Sony Corporation provide that in order to amend
the Articles of Incorporation and in certain other instances, including:
(1) acquisition of its own shares from a specific party other than its subsidiaries;
(2) consolidation of shares;
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