Sony 2015 Annual Report Download - page 117

In general, the acquisition of shares of a Japanese company (such as the shares of capital stock of Sony
Corporation) by an exchange non-resident from a resident of Japan is not subject to any prior filing requirements.
In certain limited circumstances, however, the Minister of Finance may require prior approval of an acquisition
of this type. While prior approval, as described above, is not required, in the case where a resident of Japan
transfers shares of a Japanese company (such as the shares of capital stock of Sony Corporation) for
consideration exceeding 100 million yen to an exchange non-resident, the resident of Japan who transfers the
shares is required to report on the transfer to the Minister of Finance through the Bank of Japan within 20 days
from the date of the transfer or the date of the receipt of payment, whichever comes later, unless the transfer was
made through a bank or financial instruments business operator registered under Japanese law.
If a foreign investor acquires shares of a Japanese company that is listed on a Japanese stock exchange (such
as the shares of capital stock of Sony Corporation) or that is traded on an over-the-counter market in Japan and,
as a result of the acquisition, the foreign investor, in combination with any existing holdings, directly or
indirectly holds 10 percent or more of the issued shares of the relevant company, the foreign investor must file a
report of the acquisition with the Minister of Finance and any other competent Ministers having jurisdiction over
that Japanese company by the 15th day of the month immediately following the month in which such acquisition
took place. In limited circumstances, such as where the foreign investor is in a country that is not listed on an
exemption schedule in the Foreign Exchange Regulations, or where that Japanese company is engaged in certain
businesses designated by the Foreign Exchange Regulations, a prior notification of the acquisition must be filed
with the Minister of Finance and any other competent Ministers, who may then modify or prohibit the proposed
acquisition.
Under the Foreign Exchange Regulations, dividends paid on and the proceeds from sales in Japan of shares
of capital stock of Sony Corporation held by non-residents of Japan may generally be converted into any foreign
currency and repatriated abroad.
E. Taxation
The following is a summary of the major Japanese national tax and U.S. federal income tax consequences of
the ownership, acquisition and disposition of shares of Common Stock of Sony Corporation and of ADRs
evidencing ADSs representing shares of Common Stock of Sony Corporation by a non-resident of Japan or a
non-Japanese corporation without a permanent establishment in Japan. The summary does not purport to be a
comprehensive description of all of the tax considerations that may be relevant to any particular investor, and
does not take into account any specific individual circumstances of any particular investor. Accordingly, holders
of shares of Common Stock or ADSs of Sony Corporation are encouraged to consult their tax advisors regarding
the application of the considerations discussed below to their particular circumstances.
This summary is based upon the representations of the depositary and the assumption that each obligation in
the deposit agreement in relation to the ADSs dated as of October 15, 2014, and in any related agreement, will be
performed in accordance with its terms.
For purposes of the income tax convention between Japan and the United States (the “Treaty”) and the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. holders of ADSs generally will be treated as
owning shares of Common Stock of Sony Corporation underlying the ADSs evidenced by the ADRs. For the
purposes of the following discussion, a “U.S. holder” is a holder that:
(i) is a resident of the U.S. for purposes of the Treaty;
(ii) does not maintain a permanent establishment in Japan (a) with which shares of Common Stock or
ADSs of Sony Corporation are effectively connected and through which the U.S. holder carries on or
has carried on business or (b) of which shares of Common Stock or ADSs of Sony Corporation form
part of the business property; and
(iii) is eligible for benefits under the Treaty with respect to income and gain derived in connection with
shares of Common Stock or ADSs of Sony Corporation.
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