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i) Translation of the Extraordinary Report (Rinji Houkokusho) filed with the Director General of the Kanto Local Finance Bureau in Japan by Sony Group Corporation on June 23, 2023
Extraordinary Report
June 23, 2023
(TRANSLATION)
Sony Group Corporation
Note for readers of this English translation On June 23, 2023, Sony Group Corporation (the "Corporation") filed its Japanese-language Extraordinary Report (Rinji Houkokusho) (the "Report") with the Director-General of the Kanto Financial Bureau in Japan in connection with the Corporation's shareholders' voting results for proposals acted upon at the 106th Ordinary General Meeting of Shareholders held on June 20, 2023 pursuant to the Financial Instruments and Exchange Act of Japan. This document is an English translation of the Report in its entirety. |
1. | Reason for submitting the Extraordinary Report |
Given that resolutions were made for the PROPOSALS TO BE ACTED UPON at the 106th Ordinary General Meeting of Shareholders held on June 20, 2023 (the "Meeting"), Sony Group Corporation (the "Corporation") submits this Extraordinary Report under the provisions of Article 24-5, Paragraph 4, of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 1 and Paragraph 2, Item 9-2, of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
2. | Matters reported |
(1) Date when the Meeting was held: June 20, 2023
(2) Proposals acted upon
Proposal 1: To elect 10 Directors.
Kenichiro Yoshida, Hiroki Totoki, Yoshihiko Hatanaka, Toshiko Oka, Sakie Akiyama, Wendy Becker, Keiko Kishigami, Joseph A. Kraft Jr., Neil Hunt and William Morrow elected as directors of the Corporation.
Proposal 2: To issue Stock Acquisition Rights for the purpose of granting stock options.
(3) Number of voting rights concerning the indication of "for," "against" or "abstention" for each proposal; requirements for approving the proposals; and results of resolutions
1) Total number of voting rights
Number of shareholders with voting rights | 339,916 |
Number of voting rights | 12,327,198 |
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2) The number of shareholders who have exercised their voting rights
Number of shareholders who have exercised their voting rights | 98,358 | |
(Number of shareholders present at the Meeting | 536) | |
Number of voting rights exercised | 10,318,689 [Exercise Ratio 83.7%] | |
(Number of voting rights of the shareholders present at the Meeting | ||
99,321 [Exercise Ratio 0.8%]) | ||
(Voting right)
Proposal | For | Against | Abstention | Ratio of favorable votes | Results |
Proposal 1 | |||||
Kenichiro Yoshida | 10,269,224 | 33,088 | 921 | 99% | Approved |
Hiroki Totoki | 10,280,947 | 21,358 | 928 | 99% | Approved |
Yoshihiko Hatanaka | 10,254,335 | 47,966 | 928 | 99% | Approved |
Toshiko Oka | 10,222,445 | 79,866 | 920 | 98% | Approved |
Sakie Akiyama | 10,272,022 | 30,262 | 948 | 99% | Approved |
Wendy Becker | 10,288,784 | 13,543 | 908 | 99% | Approved |
Keiko Kishigami | 10,237,533 | 64,747 | 952 | 98% | Approved |
Joseph A. Kraft Jr. | 10,265,190 | 37,104 | 941 | 99% | Approved |
Neil Hunt | 10,294,001 | 8,267 | 967 | 99% | Approved |
William Morrow | 10,289,407 | 12,896 | 932 | 99% | Approved |
Proposal 2 | 9,612,305 | 690,955 | 858 | 93% | Approved |
Notes:
1. | Requirements for the approval of each proposal are as follows: |
1) The resolution for Proposal 1 shall be adopted by a simple majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
2) The resolution for Proposal 2 shall be adopted by a two-thirds (2/3) majority of the voting rights held by the shareholders present and voting at the Meeting (including postal and electronic voting) in a vote of shareholders holding in aggregate one-third (1/3) or more of the total number of voting rights.
2. | The denominator of the "Ratio of favorable votes" was calculated by adding the number of voting rights held by the present and voting shareholders at the Meeting. |
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(4) Reason why a portion of the voting rights held by the shareholders present at the Meeting was not added to the number of voting rights:
The required majority approval for each proposal was met by aggregating the votes exercised
prior to the Meeting and votes of shareholders present at the Meeting of which the Corporation was able to confirm the indication as to each proposal. Therefore, of the voting rights held by shareholders present at the Meeting, the number of voting rights concerning the indication of "for," "against" or "abstention" as to each proposal of which the Corporation was not able to verify was not tallied, except as explained in Note 2 to the table of 2.(3) 2) above.
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Sony Group Corporation published this content on 23 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2023 10:53:06 UTC.