Sony 2015 Annual Report Download - page 115

exercise of stock acquisition rights or for the purpose of acquiring another company by way of merger, share
exchange or corporate split through exchange of treasury stock for shares or assets of the acquired company.
(Unit share system)
The Articles of Incorporation of Sony Corporation provide that 100 shares constitute one “unit” of shares of
stock. The Board of Directors or the Corporate Executive Officer to whom the authority to make such a
determination has been delegated by a resolution of the Board of Directors is permitted to amend the Articles of
Incorporation to reduce the number of shares that constitute a unit or to abolish the unit share system entirely.
Under the Companies Act, the number of shares constituting one unit cannot exceed 1,000 shares nor 0.5 percent
of the total number of issued shares.
Under the unit share system, shareholders have one voting right for each unit of stock that they hold. Any
number of shares less than one full unit have neither voting rights nor rights related to voting rights. Holders of
shares constituting less than one unit will have no other shareholder rights if Sony Corporation’s Articles of
Incorporation so provide, except that such holders may not be deprived of certain rights specified in the
Companies Act or an ordinance of the Ministry of Justice, including the right to receive distribution of Surplus.
A holder of shares constituting less than one full unit may require Sony Corporation to purchase such shares
at their market value in accordance with the provisions of the Share Handling Regulations of Sony Corporation.
In addition, the Articles of Incorporation of Sony Corporation provide that a holder of shares constituting less
than one full unit may request Sony Corporation to sell to such holder such amount of shares which will, when
added together with the shares constituting less than one full unit, constitute one full unit of stock. Such request
by a holder and the sale by Sony Corporation must be made in accordance with the provisions of the Share
Handling Regulations of Sony Corporation. As prescribed in the Share Handling Regulations, such requests shall
be made through an account management institution and JASDEC pursuant to the rules set by JASDEC, without
going through the notification procedure required for the exercise of the shareholders’ rights to which
shareholders are entitled, regardless of whether such shareholder held shares on the requisite record date, as
described in “General.” Shares constituting less than a full unit are transferable, under the new book-entry
transfer system described in “General.” Under the rules of the stock exchanges, however, shares constituting less
than a full unit do not comprise a trading unit, except in limited circumstances, and accordingly may not be sold
on the Japanese stock exchanges.
(Sale by Sony Corporation of shares held by shareholders whose location is unknown)
Sony Corporation is not required to send a notice to a shareholder if a notice to such shareholder fails to
arrive at the registered address of the shareholder in Sony Corporation’s register of shareholders or at the address
otherwise notified to Sony Corporation continuously for five years or more.
In addition, Sony Corporation may sell or otherwise dispose of shares of capital stock for which the location
of the shareholder is unknown. Generally, if (i) notices to a shareholder fail to arrive continuously for five years
or more at the shareholder’s registered address in Sony Corporation’s register of shareholders or at the address
otherwise notified to Sony Corporation, and (ii) the shareholder fails to receive distributions of Surplus on the
shares continuously for five years or more at the address registered in Sony Corporation’s register of
shareholders or at the address otherwise notified to Sony Corporation, Sony Corporation may sell or otherwise
dispose of such shareholder’s shares at the then market price of the shares by a determination of a Corporate
Executive Officer and after giving at least three months’ prior public and individual notice, and hold or deposit
the proceeds of such sale or disposal of shares for such shareholder.
Reporting of substantial shareholdings
The Financial Instruments and Exchange Act of Japan and its related regulations require any person,
regardless of residence, who has become, beneficially and solely or jointly, a holder of more than five percent of
the total issued shares of capital stock of a company listed on any Japanese stock exchange or whose shares are
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