Sony 2015 Annual Report Download - page 113

(3) any offering of new shares or existing shares held by Sony Corporation as treasury stock at a “specially
favorable” price (or any offering of stock acquisition rights to acquire shares of capital stock, or bonds
with stock acquisition rights on “specially favorable” conditions) to any persons other than
shareholders;
(4) the exemption of liability of a Director, Corporate Executive Officer or independent auditor with
certain exceptions;
(5) a reduction of stated capital with certain exceptions;
(6) a distribution of in-kind dividends which meets certain requirements;
(7) dissolution, merger, consolidation, or corporate split with certain exceptions;
(8) the transfer of the whole or a material part of the business;
(9) the transfer of the whole or a part of the shares or equity interests in a subsidiary which meets certain
requirements;
(10) the taking over of the whole of the business of any other corporation with certain exceptions; or
(11) share exchange or share transfer for the purpose of establishing 100 percent parent-subsidiary
relationships with certain exceptions,
the quorum shall be one-third of the total number of voting rights of all the shareholders, and the approval by at
least two-thirds of the number of voting rights of all the shareholders represented at the meeting is required (the
“special shareholders’ resolutions”).
(Issue of additional shares and pre-emptive rights)
Holders of Sony Corporation’s shares of capital stock have no pre-emptive rights under its Articles of
Incorporation. Authorized but unissued shares may be issued at such times and upon such terms as the Board of
Directors or the CEO determines, subject to the limitations as to the offering of new shares at a “specially
favorable” price mentioned under (“Voting rights”) above.
In the case of an issuance or transfer of shares or stock acquisition rights whereby any subscriber will hold
more than 50 percent of the voting rights of all shareholders, generally Sony Corporation shall give public notice
at least two weeks prior to the payment date for such issuance or transfer, and if shareholders who hold one-tenth
or more of the voting rights of all shareholders dissent from the issuance or transfer of shares or stock acquisition
rights, the approval by a resolution of a General Meeting of Shareholders is generally required before the
payment date pursuant to the Companies Act. In addition, in the case of an issuance of shares (including a
transfer of treasury shares) of Sony Corporation or its stock acquisition rights by way of an allotment to a third
party which would dilute the outstanding voting shares by 25 percent or more or change the controlling
shareholder, in addition to a resolution of the Board of Directors, the approval of the shareholders or an
affirmative vote from a person independent of the management is generally required pursuant to the rules of the
TSE. The Board of Directors or the CEO may, however, determine that shareholders shall be given subscription
rights regarding a particular issue of new shares, in which case such rights must be given on uniform terms to all
shareholders as of a record date of which not less than two weeks’ prior public notice is given. Each of the
shareholders to whom such rights are given must also be given notice of the expiry thereof at least two weeks
prior to the date on which such rights expire.
Subject to certain conditions, Sony Corporation may issue stock acquisition rights by a resolution of the
Board of Directors or a determination by the CEO. Holders of stock acquisition rights may exercise their rights to
acquire a certain number of shares within the exercise period as prescribed in the terms of their stock acquisition
rights. Upon exercise of stock acquisition rights, Sony Corporation will be obliged to issue the relevant number
of new shares or alternatively to transfer the necessary number of treasury stock held by it.
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