Sony 2015 Annual Report Download - page 116

traded on the over-the-counter market in Japan to file with the Director General of the competent Local Finance
Bureau of the Ministry of Finance within five business days a report concerning such shareholdings. A similar
report must also be filed in respect of any subsequent change of one percent or more in any such holding, or any
change in material matters set out in reports previously filed, with certain exceptions. For this purpose, shares
issuable to such persons upon conversion of convertible securities or exercise of share subscription warrants or
stock acquisition rights are taken into account in determining both the number of shares held by such holders and
the issuer’s total issued share capital. Any such report shall be filed with the Director General of the relevant
Local Finance Bureau of the Ministry of Finance through the Electronic Disclosure for Investors’ Network
(EDINET) system.
Except for the general limitation under Japanese anti-trust and anti-monopoly regulations against holding of
shares of capital stock of a Japanese corporation which leads or may lead to a restraint of trade or monopoly,
except for the limitations under the Foreign Exchange Regulations as described in D. Exchange Controls below,
and except for general limitations under the Companies Act or Sony Corporation’s Articles of Incorporation on
the rights of shareholders applicable regardless of residence or nationality, there is no limitation under Japanese
laws and regulations applicable to Sony Corporation or under its Articles of Incorporation on the rights of non-
residents or foreign shareholders to hold or exercise voting rights on the shares of capital stock of Sony
Corporation.
There is no provision in Sony Corporation’s Articles of Incorporation or internal regulations that would
have an effect of delaying, deferring or preventing a change in control of Sony Corporation and that would
operate only with respect to merger, acquisition or corporate restructuring involving Sony Corporation.
C. Material Contracts
None
D. Exchange Controls
The Foreign Exchange and Foreign Trade Act of Japan and its related cabinet orders and ministerial
ordinances (the “Foreign Exchange Regulations”) govern the acquisition and holding of shares of capital stock of
Sony Corporation by “exchange non-residents” and by “foreign investors.” The Foreign Exchange Regulations
currently in effect do not, however, affect transactions between exchange non-residents to purchase or sell shares
outside Japan using currencies other than Japanese yen.
Exchange non-residents are:
• individuals who do not reside in Japan; and
• corporations whose principal offices are located outside Japan.
Generally, branches and other offices of non-resident corporations that are located within Japan are regarded
as residents of Japan. Conversely, branches and other offices of Japanese corporations located outside Japan are
regarded as exchange non-residents.
Foreign investors are:
• individuals who are exchange non-residents;
• corporations that are organized under the laws of foreign countries or whose principal offices are located
outside of Japan; and
• corporations (i) 50 percent or more of whose shares are held, directly or indirectly, by individuals who
are exchange non-residents and/or corporations (a) that are organized under the laws of foreign
countries or (b) whose principal offices are located outside of Japan or (ii) a majority of whose officers,
or officers having the power of representation, are individuals who are exchange non-residents.
116