Sony 2015 Annual Report Download - page 114

In cases where a particular issue of new shares or stock acquisition rights (i) violates laws and regulations or
Sony Corporation’s Articles of Incorporation, or (ii) will be performed in a manner materially unfair, and
shareholders may suffer disadvantages therefrom, such shareholders may file an injunction to enjoin such issue
with a court.
(Liquidation rights)
In the event of a liquidation of Sony Corporation, the assets remaining after payment of all debts, liquidation
expenses and taxes will be distributed among the holders of shares of Common Stock in proportion to the
respective numbers of shares of Common Stock held.
(Record date)
March 31 is the record date for Sony Corporation’s year-end dividends, if declared. So long as Sony
Corporation maintains the unit share system, shareholders who are registered as the holders of one or more unit
of stock in Sony Corporation’s register of shareholders at the end of each March 31 are also entitled to exercise
shareholders’ rights at the Ordinary General Meeting of Shareholders with respect to the business year ending on
such March 31. September 30 is the record date for interim dividends, if declared. In addition, Sony Corporation
may set a record date for determining the shareholders entitled to other rights and for other purposes by giving at
least two weeks’ prior public notice.
JASDEC is required to promptly give Sony Corporation notice of the names and addresses of Sony
Corporation’s shareholders, the numbers of shares of Common Stock held by them and other relevant
information as of such respective record dates.
The price of shares generally goes ex-dividends or ex-rights on Japanese stock exchanges on the second
business day prior to a record date (or if the record date is not a business day, the third business day prior
thereto), for the purpose of dividends or rights offerings.
(Acquisition by Sony Corporation of its capital stock)
Under the Companies Act and the Articles of Incorporation of Sony Corporation, Sony Corporation may
acquire shares of Common Stock (i) from a specific shareholder other than any of its subsidiaries (pursuant to the
special shareholders’ resolution), (ii) from any of its subsidiaries (pursuant to a determination by the CEO as
delegated by the Board of Directors), or (iii) by way of purchase on any Japanese stock exchange on which Sony
Corporation’s shares of Common Stock are listed or by way of tender offer (pursuant to 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).
In the case of (i) above, any other shareholder may make a request to Sony Corporation that such other
shareholder be included as a seller in the proposed purchase, provided that no such right will be available if the
purchase price or any other consideration to be received by the relevant specific shareholder will not exceed the
last trading price of the shares on the relevant stock exchange on the day immediately preceding the date on
which the resolution mentioned in (i) above was adopted (or, if there is no trading in the shares on the stock
exchange or if the stock exchange is not open on such day, the price at which the shares are first traded on such
stock exchange thereafter).
The total amount of the purchase price of shares of Common Stock may not exceed the Distributable
Amount, as described in “(Distribution of Surplus) — Distributions of Surplus — Restriction on distributions of
Surplus.”
Shares acquired by Sony Corporation may be held for any period or may be retired at the determination of
the CEO. Sony Corporation may also transfer (by public or private sale or otherwise) to any person the treasury
shares held by it, subject to a determination by the CEO, and subject also to other requirements similar to those
applicable to the issuance of new shares, as described in (“Issue of additional shares and pre-emptive rights”)
above. Sony Corporation may also utilize its treasury stock for the purpose of transfer to any person upon
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