Sony Group Corp 6-K, filed Apr 28, 2023
Sony Group Corp (SONY)
6-K
2023-04-28
For: 2023-04-28
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About this 6-K
Sony Group Corp filed this 6-K on April 28, 2023.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2023
Commission File Number: 001-06439
SONY GROUP CORPORATION
(Translation of registrant's name into English)
1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN
(Address of principal executive offices)
The registrant files annual reports under cover of Form 20-F.
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form
40-F,
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Form 20-F X
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Form 40-F __
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Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934, Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-______
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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SONY GROUP CORPORATION
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(Registrant)
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By: /s/ Hiroki Totoki
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(Signature)
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Hiroki Totoki
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President, Chief Operating Officer and Chief Financial Officer
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Date: April 28, 2023
List of materials
Documents attached hereto:
i) Press release: Stock Options (Stock Acquisition Rights)
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Tokyo, 108-0075 Japan
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April 28, 2023
Stock Options (Stock Acquisition Rights)
Sony Group Corporation (the “Corporation”) resolved at a meeting of its Board of Directors (the “Board”) today to submit a proposal authorizing the issuance of stock acquisition
rights to corporate executive officers and employees of the Corporation, and directors (excluding outside directors, the same shall apply hereinafter), officers and employees of subsidiaries of the Corporation, as outlined below, for the
purpose of granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act of Japan, and to delegate the determination of the terms of such stock acquisition rights to the Board. The proposal will be made
at the Corporation’s 106th Ordinary General Meeting of Shareholders to be held on June 20, 2023 (the “Meeting”).
In connection with this agenda, no such stock acquisition rights will be issued to outside directors of the Corporation.
I. The reason the Corporation needs to issue stock acquisition rights on favorable terms
The Corporation will issue stock acquisition rights to corporate executive officers and employees of the Corporation, and directors, officers and employees of
subsidiaries of the Corporation, for the purpose of giving them an incentive to contribute towards the improvement of the business performance of the Corporation and of its group companies (collectively, the “Sony Group”) and thereby improving
the business performance of the Sony Group by making the economic interest which such directors, officers or employees will receive correspond to the business performance of the Sony Group.
II. Terms and conditions of the stock acquisition rights (“Stock Acquisition Rights”), the concrete terms of which the Board may determine
pursuant to the delegation of such determination upon approval at the Meeting
1. Maximum Limit of Aggregate Numbers of Stock Acquisition Rights
Not exceeding 50,000
2. Payment in exchange for Stock Acquisition Rights
Stock Acquisition Rights are issued without payment of any consideration to the Corporation.
3. Matters regarding Stock Acquisition Rights
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Class and Number of Shares to be Issued or Transferred upon Exercise of Stock Acquisition Rights
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The class of shares to be issued or transferred upon exercise of Stock Acquisition Rights shall be shares of common stock, and the number of shares to be issued
or transferred upon exercise of each Stock Acquisition Right (the “Number of Granted Shares”) shall be 100 shares.
The aggregate number of shares to be issued or transferred upon exercise of Stock Acquisition Rights shall not exceed 5,000,000 shares of common stock of the
Corporation (the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted pursuant to (2) below, the aggregate number of shares to be issued or transferred upon exercise of Stock Acquisition Rights shall not exceed
the number obtained by multiplying the Number of Granted Shares after adjustment by the maximum limit of the aggregate number of Stock Acquisition Rights as prescribed in 1. above.
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| (2) |
Adjustment of Number of Granted Shares
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In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or a
consolidation of the Common Stock after the date of a resolution of the Meeting, the Number of Granted Shares shall be adjusted in accordance with the following formula:
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Number of
Granted Shares
after adjustment
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=
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Number of
Granted Shares
before adjustment
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x
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Ratio of split
or consolidation
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Any fraction less than one (1) share resulting from the adjustment shall be disregarded.
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Amount of Assets to be Contributed upon Exercise of Stock Acquisition Rights
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The amount of assets to be contributed upon exercise of each Stock Acquisition Right shall be the amount obtained by multiplying the amount to be paid per share
to be issued or transferred upon exercise of Stock Acquisition Rights (the “Exercise Price”), which is provided below, by the Number of Granted Shares.
(i) Initial Exercise Price
The Exercise Price shall initially be as follows:
(A) Stock Acquisition Rights with Exercise Price Denominated in Yen
The Exercise Price shall initially be the average of the closing prices of the Common Stock in the regular trading thereof on the Tokyo Stock Exchange (each the
“Closing Price”) for the ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the allotment date of such Stock Acquisition Rights (any fraction less than one (1) yen arising as a result of
such calculation shall be rounded up to the nearest one (1) yen); provided, however, that if such calculated price is lower than the Closing Price on the allotment date of Stock Acquisition Rights (if there is no Closing Price on such date, the
Closing Price on the immediately preceding trading day), the Exercise Price shall be equal to such Closing Price.
(B) Stock Acquisition Rights with Exercise Price Denominated in U.S. Dollars
The Exercise Price shall initially be the U.S. dollar amount obtained by dividing the average of the Closing Prices for the ten (10) consecutive trading days
(excluding days on which there is no Closing Price) immediately prior to the allotment date of such Stock Acquisition Rights (the “Reference Yen Price”) by the average of the exchange rate quotations by a leading commercial bank in Tokyo for
selling spot U.S. dollars by telegraphic transfer against yen for such ten (10) consecutive trading days (the “Reference Exchange Rate”) (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up to the
nearest one (1) cent); provided, however, that if the Reference Yen Price is lower than the Closing Price on the allotment date of Stock Acquisition Rights (if there is no Closing Price on such date, the Closing Price on the immediately
preceding trading day), the Exercise Price shall be the U.S. dollar amount obtained by dividing such Closing Price by the Reference Exchange Rate (any fraction less than one (1) cent arising as a result of such calculation shall be rounded up
to the nearest one (1) cent).
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(ii) Adjustment of Exercise Price
In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or a
consolidation of the Common Stock after the allotment date of Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction less than one (1) yen or one (1) cent resulting from the
adjustment shall be rounded up to the nearest one (1) yen or one (1) cent, respectively.
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Exercise Price
after adjustment
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=
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Exercise Price
before adjustment
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x
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1
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Ratio of split or consolidation
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In addition, in the case of a merger with any other company, corporate split or reduction of the amount of capital of the Corporation, or in any other case
similar thereto where an adjustment of Exercise Price shall be required, in each case after the allotment date of Stock Acquisition Rights, the Exercise Price shall be adjusted appropriately to the extent reasonable.
| (4) | Period during which Stock Acquisition Rights May be Exercised |
The period during which Stock Acquisition Rights may be exercised will be the period from the day on which one (1) year has passed from the allotment date of
Stock Acquisition Rights to the day on which ten (10) years have passed from such allotment date.
| (5) | Conditions for the Exercise of Stock Acquisition Rights |
(i) No Stock Acquisition Right may be exercised in part.
(ii) In the event of a resolution being passed at a general meeting of shareholders of the Corporation for an agreement for any
consolidation, amalgamation or merger (other than a consolidation, amalgamation or merger in which the Corporation is the continuing corporation), or in the event of a resolution being passed at a general meeting of shareholders of the
Corporation (or, where a resolution of a general meeting of shareholders is not necessary, at a meeting of the Board) for any agreement for share exchange (kabushiki-kokan) or any plan for share transfer
(kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation, Stock Acquisition Rights may not be exercised on and after the effective date of such
consolidation, amalgamation or merger, such share exchange (kabushiki-kokan) or such share transfer (kabushiki-iten).
(iii) Conditions for the exercise of Stock Acquisition Rights other than the conditions referred to above shall be determined by the
Board.
| (6) | Mandatory Repurchase of Stock Acquisition Rights |
Not applicable
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| (7) |
Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance of Shares upon Exercise of Stock Acquisition Rights
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(i) The amount of capital increased by the issuance of shares upon exercise of Stock Acquisition Rights shall be the amount obtained by
multiplying the maximum limit of capital increase, as calculated in accordance with the provisions of Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, by 0.5, and any fraction less than one (1) yen arising as a result of
such calculation shall be rounded up to the nearest one (1) yen.
(ii) The amount of additional paid-in capital increased by the issuance of shares upon exercise of Stock Acquisition Rights shall be the
amount obtained by deducting the capital to be increased, as provided in (i) above, from the maximum limit of capital increase, as also provided in (i) above.
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Restrictions on the Acquisition of Stock Acquisition Rights through Transfer
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The Stock Acquisition Rights cannot be acquired through transfer, unless such acquisition is expressly approved by the Board.
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Note:
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The issuance of the Stock Acquisition Rights shall be subject to the approval by shareholders on the agenda referred to above to be obtained at the Meeting. In addition, terms of a specific issuance and allotment of the Stock
Acquisition Rights will be determined by the Board to be held after the Meeting.
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EOF
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