ソニーグループ（6758） – Notice of Convocation Annual General Meeting 2022

SONY GROUP CORPORATION Notice of the Ordinary General Meeting of Shareholders to be held on June 28, 2022 To the shareholders of Sony Group Corporation (the “Corporation”): You are cordially invited to attend the 105th Ordinary General Meeting of Shareholders of the Corporation to be held in the International Convention Center PAMIR of Grand Prince Hotel New Takanawa, 13-1, Takanawa 3-chome, Minato-ku, Tokyo, Japan on Tuesday, June 28, 2022 at 10 o’clock in the morning (the “Meeting”) for the following purposes: MATTERS TO BE REPORTED: To receive reports on the business report, non-consolidated financial statements, consolidated financial statements, as well as audit reports on the consolidated financial statements by the Independent Auditors (certified public accountants) and the Audit Committee for the fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022) pursuant to the Companies Act of Japan. PROPOSALS TO BE ACTED UPON: 1. To amend a part of the Articles of Incorporation. 2. To elect 10 Directors. 3. To issue Stock Acquisition Rights for the purpose of granting stock options. EXPLANATION REGARDING THE SUBJECT MATTER OF THE MEETING MATTERS TO BE REPORTED: To receive reports on the business report, non-consolidated financial statements, consolidated financial statements, as well as audit reports on the consolidated financial statements by the Independent Auditors (certified public accountants) and the Audit Committee for the fiscal year ended March 31, 2022 (from April 1, 2021 to March 31, 2022). Note: The Consolidated Financial Statements pursuant to the Companies Act of Japan (Translation) are available on the Sony Investor Relations website. This document can be accessed at: https://www.sony.com/en/SonyInfo/IR/stock/shareholders_meeting/Meeting105/ 1 PROPOSALS TO BE ACTED UPON: 1. To amend a part of the Articles of Incorporation. 1. Reasons for Amendments (1) As the provisions of the Supplementary Provisions of the Act for Partial Amendment to the Companies Act (Act No. 70 of 2019) provided for in Article 1, proviso, of the Supplementary Provisions of the Act will come into force on September 1, 2022, the Corporation proposes that provisions of the Articles of Incorporation be amended as follows: (i) The purpose of the proposed Article 14, Paragraph 1 is to stipulate that the Corporation takes measures to electronically provide the content of the reference materials for the general meeting of shareholders, etc. (ii) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters in documents to be delivered to shareholders who have made a request for the delivery of documents. (iii)As the provisions of current Article 14 (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) will become unnecessary, it is to be deleted. (iv) In line with the above addition and deletion of the provisions, Article 1 of the Supplementary Provisions regarding the effective date, etc. shall be established. (2) The purpose of the proposed Article 30, Paragraph 1 is to align the term of office of the Corporate Executive Officers with the fiscal year. (Underlined portions are to be amended.) Proposed Amendment [Deleted] 2. Description of Amendments Proposed amendments are set out below: Current Articles Article 14. (Disclosure of Reference Documents for General Meetings of Shareholders, Etc. through the Internet) that Upon convening a general meeting of shareholders, the it may be deemed Corporation has provided the shareholders with necessary information that should be described or indicated in the reference documents for the general meeting of shareholders, business reports, non-consolidated financial statements, and consolidated financial statements, on the condition that such information is disclosed through the Internet in accordance with the Ministry of Justice Ordinance. 2 [New] Article 30. (Term of Office of Corporate Executive Officers) 1. The term of office of a Corporate Executive Officer shall expire at the conclusion of the first meeting of the Board of Directors of the Corporation that is convened immediately after the conclusion of the ordinary general meeting of shareholders held with respect to the last business year ending within one year after his or her election. 2. The term of office of a Corporate Executive Officer elected to fill a vacancy or to increase the number of Corporate Executive Officers shall be the same as the remaining term of office of the other Corporate Executive Officers then in office. [New] SUPPLEMENTARY PROVISIONS Article 14. (Electronic Provision, etc.) 1. Upon convening a general meeting of shareholders, take the Corporation measures to electronically provide information that constitutes the content of the reference materials of shareholders, etc. general meeting shall the for 2. the matters provided by Among the matters to be provided electronically, the Corporation may exclude all or some of the Ordinances of the Ministry of Justice from documents to be delivered to shareholders who have made a request for the delivery of documents by the record date of the voting rights. Article 30. (Term of Office of Corporate Executive Officers) 1. The term of office of a Corporate Executive Officer shall expire on the last day of the business year ending within one year after his or her election. [Not amended] Article 1. 1. The amendment to Article 14 shall take effect on September 1, 2022, which is the the amended provisions effective date of provided for in Article 1, proviso, of the Supplementary Provisions of the Act for Partial Amendment to the Companies Act (Act No. 70 the of 2019) “Effective Date”). (hereinafter referred to as the provision of 2. Notwithstanding the preceding paragraph, Article 14 of the Articles of Incorporation before amendment shall remain in force with respect to a general meeting of shareholders to be held on a date within six months of the Effective Date. 3. These supplementary provisions of this Article 1 shall be deleted after the passage of six months from the Effective Date or three months the general meeting of from the date of 3 shareholders paragraph, whichever is later. forth set in the preceding Article 2. The amendment to Article 30, Paragraph 1 shall take effect at the conclusion of the first meeting of the Board of Directors of the Corporation that is convened immediately after the conclusion of the ordinary general meeting of shareholders held on June 28, 2022. The supplementary provisions of this Article 2 shall be deleted after the passage of that date. 2. To elect 10 Directors. The term of office of all 10 Directors currently in office will expire at the conclusion of the Meeting. In accordance with the decision of the Nominating Committee, the election of the following 10 Directors is proposed. Policy and procedures for the selection of director candidates With a view toward securing effective input and oversight by the Board of Directors of the Corporation (the “Board”), the Nominating Committee reviews and selects candidates for the Board with the aim of assuring that a substantial part of the Board is comprised of qualified outside Directors that satisfy the independence requirements established by Sony and by law. The Nominating Committee selects candidates that it views as well-suited to be Directors in light of the Board’s purpose of enhancing the corporate value of the Corporation and its consolidated subsidiaries (the “Sony Group”). The Nominating Committee broadly considers various relevant factors, including a candidate’s capabilities (such as the candidate’s work and other experiences, achievements, expertise and international fluency), availability, and independence, as well as diversity, including gender and internationality, in the boardroom, the appropriate size of the Board, and the knowledge, experiences and talent needed for the role. Under the Charter of the Board of Directors (the “Board Charter”), the Corporation also requires that the Board consist of not fewer than eight (8) Directors and not more than fourteen (14) Directors. In addition, since 2005, the majority of the members of the Board have been outside Directors. Director qualifications The qualifications for Directors of the Corporation under the Board Charter are generally as summarized below. All Director candidates satisfy the qualifications for Directors as set forth below. Of the 10 Director candidates, 7 are candidates for outside Director. As of the date of this proposal, each of the 7 candidates for outside Director satisfies the additional qualifications for outside Directors, and the Corporation has made a filing with the Tokyo Stock Exchange, where the shares of the Corporation are listed, indicating that each of them will be an independent Director under the Securities Listing Regulations of the Tokyo Stock Exchange.4 All Directors Qualifications: (1) Shall not be a director, a statutory auditor, a corporate executive officer, a general manager or other employee of any company in competition with the Sony Group in any of the Sony Group’s principal businesses (hereinafter referred to as “Competing Company”) or own three percent (3%) or more of the shares of any Competing Company. (2) Shall not be or have been a representative partner or partner of any independent auditor of the Sony Group during the three (3) years before being nominated as a Director. (3) Shall not have any connection with any matter that may cause a material conflict of interest in performing the duties of a Director. Outside Directors Qualifications: (1) Shall not have received directly from the Sony Group, during any consecutive twelve-month (12 month) period within the last three (3) years, more than an amount equivalent to one hundred twenty thousand United States dollars (US$120,000), other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (2) Shall not be an executive director, a corporate executive officer, a general manager or other employee of any company whose aggregate amount of transactions with the Sony Group, in any of the last three (3) fiscal years, exceeds the greater of an amount equivalent to one million United States dollars (US$1,000,000), or two percent (2%) of the annual consolidated sales of such company. Also, each outside Director may, by resolution of the Nominating Committee, be nominated as a Director candidate for re-election up to five (5) times, and thereafter by resolution of the Nominating Committee and by consent of all of the Directors. Even with the consent of all of the Directors, in no event may any outside Director be re-elected more than eight (8) times. 5 (For Reference) The candidates for Director are as follows: Record of attendance at the Board of Directors Meetings Expected Appointment of Director Candidates *1 CEO or Equivalent Position of Business Enterprise Experience and Expertise Global Business Diversity (Gender/ Nationality) Engineering/IT/ Technology Sony Group Business Segments/ Relevant Industry Finance/ Accounting Risk Management/ Government Relations ● ● ● ●*2 ● ● ● ● ● ●*2 ● ● Name 1. Kenichiro Yoshida Reappointment 2. Hiroki Totoki Reappointment 3. Shuzo Sumi Reappointment Candidate for outside Director Non-executive Director 4. Tim Schaaff Reappointment Non-executive Director 5. Toshiko Oka Reappointment Candidate for outside Director Non-executive Director 6. Sakie Akiyama Reappointment Candidate for outside Director Non-executive Director 7. Wendy Becker Reappointment Candidate for outside Director Non-executive Director 8. Yoshihiko Hatanaka Reappointment Candidate for outside Director Non-executive Director 9. Keiko Kishigami Reappointment Candidate for outside Director Non-executive Director 10. Joseph A. Kraft Jr. Reappointment Candidate for outside Director Non-executive Director 100% (10/10) 100% (10/10) 100% (10/10) Chairman of the Board Chair of the Nominating Committee 100% (10/10) Director in charge of Information Security 100% (10/10) Chair of the Audit Committee 100% (10/10) Member of the Compensation Committee 100% (10/10) 100% (10/10) Chair of the Compensation Committee Member of the Nominating Committee Member of the Nominating Committee Member of the Compensation Committee 100% (10/10) Member of the Audit Committee 100% (10/10) Member of the Audit Committee Director in charge of Information Security ● ● ● ● (Financials) ● ● ● ● ● ● (IT/Software) ● ● ● ● ● ● ● ● ● ● ● ● (IT/Device) ● (Telecommunication Service/ Consumer Goods) ● ● ● (Health Care) ● ● ● ● ● ● ● ● ● ● ● (Financials) ● ● Notes: 1. The expected appointment of each candidate for Director will be determined at the meeting of the Board to be held after this Meeting. Director Shuzo Sumi is expected to be the Chairman of the Board. 2. Executive Directors Kenichiro Yoshida and Hiroki Totoki have comprehensive knowledge of each business within the Sony Group and play important role in developing and executing the overall management strategies of the Sony Group. 3. The Corporation has concluded agreements limiting the liability for 8 of the Director candidates, each of whom is currently an outside Director or other non-executive Director. For an outline of the liability limitation agreements, please refer to page 19. 4. The Corporation has a directors and officers liability insurance policy covering all Directors and officers as insured parties. Candidates and newly appointed Directors and officers during the policy period are also included as insured parties. For an outline of the directors and officers liability insurance policy, please refer to page 19. The Corporation also plans to renew this insurance policy with the same conditions at the time of the next renewal. 6 5. As of the date of this proposal, each of the 7 candidates for outside Director satisfies the additional qualifications for outside Directors, and the Corporation has made a filing with the Tokyo Stock Exchange, where the shares of the Corporation are listed, indicating that each of them will be an independent Director under the Securities Listing Regulations of the Tokyo Stock Exchange. 7 1. Kenichiro Yoshida Reappointment Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings Number of the Corporation’s Shares Held － October 20, 1959 8 years 100% (10/10) 289,800 shares Brief Personal History and Principal Business Activities Outside the Corporation Joined the Corporation Joined Sony Communication Network Corporation (currently Sony Network Communications Inc.) April 1983 July 2000 September 2000 Outside Director, So-net M3, Inc. (currently M3, Inc.) (present) May 2001 April 2005 December 2013 Senior Vice President, Sony Communication Network Corporation President and Representative Director, Sony Communication Network Corporation Executive Vice President, Chief Strategy Officer and Deputy Chief Financial Officer, Corporate Executive Officer, the Corporation Executive Vice President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation Director, the Corporation (present) Executive Deputy President and Chief Financial Officer, Representative Corporate Executive Officer, the Corporation President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation Chairman, President and Chief Executive Officer, Representative Corporate Executive Officer, the Corporation (present) April 2014 June 2014 April 2015 April 2018 June 2020 Reasons for the Nomination As the Chief Executive Officer of the Sony Group, this candidate is responsible for the overall management of the entire Group, and he is nominated to be a candidate for Director by resolution of the Nominating Committee. 8 2. Hiroki Totoki Reappointment Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) 61,600 shares Number of the Corporation’s Shares Held － July 17, 1964 3 years April 1987 February 2002 June 2005 April 2012 April 2013 December 2013 November 2014 June 2015 April 2016 June 2017 April 2018 June 2018 June 2019 June 2020 Brief Personal History and Principal Business Activities Outside the Corporation Joined the Corporation Representative Director, Sony Bank Incorporated Director, Corporate Executive Officer and Senior Managing Director, Sony Communication Network Corporation (currently Sony Network Communications Inc.) Representative Director, Corporate Executive Officer and Senior Managing Director, So-net Entertainment Corporation (currently Sony Network Communications Inc.) Representative Director, Corporate Executive Officer, Deputy President and Chief Financial Officer, So-net Entertainment Corporation Senior Vice President, Corporate Executive, the Corporation President and Chief Executive Officer, Sony Mobile Communications Inc. Director, Chairman, So-net Corporation (currently Sony Network Communications Inc.) Executive Vice President, Corporate Executive Officer, the Corporation In charge of New Business Platform (Strategy) President and Representative Director, So-net Corporation Executive Vice President, Chief Strategy Officer, Corporate Executive Officer, the Corporation In charge of Mid-to-Long Term Business Strategy, New Business Executive Vice President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation Senior Executive Vice President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation Outside Director, Recruit Holdings Co., Ltd. (present) Director, the Corporation (present) Executive Deputy President, Chief Financial Officer, Representative Corporate Executive Officer, the Corporation (present) Reasons for the Nomination As the Chief Financial Officer, this candidate is responsible for the headquarters functions of Corporate Planning and Control, Corporate Strategy, Accounting, Tax, Finance, Investor Relations, Disclosure Controls, Digital Transformation Strategy, Information Systems, Information Security, Risk Management, Internal Audit and SOX 404 management, and he is nominated to be a candidate for Director by resolution of the Nominating Committee. 9 3. Shuzo Sumi Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 5,700 shares Chairman of the Board Chair of the Nominating Committee July 11, 1947 5 years Brief Personal History and Principal Business Activities Outside the Corporation April 1970 June 2000 June 2002 October 2004 June 2005 June 2007 June 2013 June 2014 April 2016 June 2017 Joined Tokio Marine & Fire Insurance Co., Ltd. Director and Chief Representative in London, Overseas Division, Tokio Marine & Fire Insurance Co., Ltd. Managing Director, Tokio Marine & Fire Insurance Co., Ltd. Managing Director, Tokio Marine & Nichido Fire Insurance Co., Ltd. Senior Managing Director, Tokio Marine & Nichido Fire Insurance Co., Ltd. President & Chief Executive Officer, Tokio Marine & Nichido Fire Insurance Co., Ltd. President & Chief Executive Officer, Tokio Marine Holdings, Inc. Chairman of the Board, Tokio Marine & Nichido Fire Insurance Co., Ltd. Chairman of the Board, Tokio Marine Holdings, Inc. Outside Director, Toyota Industries Corporation (present) Senior Executive Advisor, Tokio Marine & Nichido Fire Insurance Co., Ltd. (present) Director, the Corporation (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on his knowledge, experience, and insight from managing a global company and from various activities in the industrial community. He leads the Board of Directors as the Chairman and has demonstrated supervising and monitoring capabilities. In addition, he leads the Nominating Committee as its Chair. Accordingly, the Nominating Committee has nominated him as a candidate for Outside Director as he is expected to contribute to the Board of Directors’ decision-making function and oversight function. 4. Tim Schaaff Reappointment Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 9,800 shares Director in charge of Information Security December 5, 1959 9 years Brief Personal History and Principal Business Activities Outside the Corporation Joined New England Digital Corporation Joined Apple Computer, Inc. Vice President, Apple Computer, Inc. Senior Vice President, Sony Corporation of America December 1982 July 1991 1998 December 2005 November 2006 Deputy President, Technology Development Group, the Corporation President, Sony Media Software and Services Inc. June 2008 December 2009 President, Sony Network Entertainment International LLC Director, the Corporation (present) June 2013 Reasons for the Nomination In addition to expertise in software technology and network services, this candidate has experience leading Sony’s network services business, and he is nominated to be a candidate for Director by resolution of the Nominating Committee. This candidate does not satisfy the qualification for outside Director since he worked in the Sony Group in the past. 10 5. Toshiko Oka Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 4,000 shares Chair of the Audit Committee March 7, 1964 4 years Brief Personal History and Principal Business Activities Outside the Corporation Joined Tohmatsu Touche Ross Consulting Limited Joined Asahi Arthur Anderson Limited April 1986 July 2000 September 2002 Principal, Deloitte Tohmatsu Consulting Co., Ltd. (currently ABeam Consulting Ltd.) April 2005 April 2016 June 2016 June 2018 June 2019 June 2020 April 2021 June 2021 President and Representative Director, ABeam M&A Consulting Ltd. (currently PwC Advisory LLC) Partner, PwC Advisory LLC CEO, Oka & Company Ltd. (present) Director, the Corporation (present) Outside Director, Happinet Corporation (present) Outside Director, ENEOS Holdings, Inc. (present) Professor, Graduate School of Global Business, Meiji University (present) Outside Director, Hitachi Construction Machinery Japan Co., Ltd. (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on her experience in developing management strategies as an M&A consultant, and insight into corporate management and accounting through her experience at an accounting firm and as an outside director/statutory auditor. In addition, she draws on her professional perspective based on her expertise and experience as a financial expert to lead the Audit Committee as its Chair. Accordingly, the Nominating Committee has nominated her as a candidate for Outside Director as she is expected to contribute to the Board of Directors’ decision-making function and oversight function. * Ms. Toshiko Oka was an outside director of Hitachi Metals, Ltd. (“Hitachi Metals”) until June 2021. In April 2020, Hitachi Metals announced that Hitachi Metals had discovered misconduct including misrepresentation of test results in the inspection reports submitted to customers of Hitachi Metals and its subsidiaries. Although she was not aware of the conduct until it was discovered, she had previously made a statement regarding compliance to the Hitachi Metals’ board of directors and the audit committee. After the conduct was discovered, she had received reports regarding the investigation and progress of customer care etc. and made recommendations on various measures regarding quality compliance to prevent the recurrence of similar matters and monitoring the status of such measures. 11 6. Sakie Akiyama Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 2,900 shares Member of the Compensation Committee December 1, 1962 3 years Brief Personal History and Principal Business Activities Outside the Corporation April 1987 April 1994 October 2018 June 2019 June 2020 Joined Arthur Andersen & Co. Founder and CEO, Saki Corporation Founder, Saki Corporation (present) Director, the Corporation (present) Outside Director, Japan Post Holdings Co., Ltd. (present) Outside Director, Orix Corporation (present) Outside Director, Mitsubishi Corporation (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on her launch and development of an industrial robotic inspection company after working as an international business consultant, as well as her experience serving as a member of government committees/working groups. In addition, as a member of the Compensation Committee, she provides advice and suggestions based on her professional perspective. Accordingly, the Nominating Committee has nominated her as a candidate for Outside Director as she is expected to contribute to the Board of Directors’ decision-making function and oversight function. 7. Wendy Becker Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 2,900 shares Chair of the Compensation Committee Member of the Nominating Committee November 2, 1965 3 years Brief Personal History and Principal Business Activities Outside the Corporation September 1987 Brand Manager, Procter & Gamble Company September 1993 Consultant, McKinsey & Company, Inc. December 1998 February 2008 Managing Director, Residential, TalkTalk, The Carphone Warehouse Ltd. Partner, McKinsey & Company, Inc. Board member, Member of Remuneration Committee, Whitbread plc September 2009 Chief Marketing Officer, Vodafone Group plc September 2012 Chief Operating Officer, Jack Wills Ltd. CEO, Jack Wills Ltd. October 2013 February 2017 Board member, Chair of Remuneration Committee, Great Portland Estates plc (present) September 2017 Board member, Logitech International S.A. (present) June 2019 Director, the Corporation (present) September 2019 Chairperson of the Board, Chair of Nominating Committee, Logitech International S.A. (present) Board member, Chair of Remuneration Committee, Oxford Nanopore Technologies plc (present) June 2021 12 Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on her capabilities in global corporate management, which she has developed through her broad career in the consulting industry in North America and Europe, and experience as an executive of various companies, including telecommunications and technology companies. In addition, as a Chair of the Compensation Committee and a member of the Nominating Committee, she provides advice and suggestions based on her professional perspective. Accordingly, the Nominating Committee has nominated her as a candidate for Outside Director as she is expected to contribute to the Board of Directors’ decision-making function and oversight function. 8. Yoshihiko Hatanaka Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 2,900 shares Member of the Nominating Committee Member of the Compensation Committee April 20, 1957 3 years April 1980 June 2005 April 2006 June 2008 April 2009 June 2011 April 2018 Brief Personal History and Principal Business Activities Outside the Corporation Joined Fujisawa Pharmaceutical Co., Ltd. (currently Astellas Pharma Inc.) Corporate Executive, Vice President, Corporate Planning, Corporate Strategy, Astellas Pharma Inc. Corporate Executive of Astellas Pharma Inc. and President & CEO, Astellas US LLC and President & CEO, Astellas Pharma US, Inc. Senior Corporate Executive of Astellas Pharma Inc. and President & CEO, Astellas US LLC and President & CEO, Astellas Pharma US, Inc. Senior Corporate Executive, Chief Strategy Officer and Chief Financial Officer, Astellas Pharma Inc. Representative Director, President & CEO, Astellas Pharma Inc. Representative Director, Chairman of the Board, Astellas Pharma Inc. (present) (He will resign his office of Representative Director, Chairman of the Board on June 20, 2022.) June 2019 Director, the Corporation (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on his experience in, and insight into, global corporate management from his career in the United States and Europe, and in leading company integration as a corporate planning officer. In addition, as a member of the Nominating Committee and the Compensation Committee, he provides advice and suggestions based on his professional perspective. Accordingly, the Nominating Committee has nominated him as a candidate for Outside Director as he is expected to contribute to the Board of Directors’ decision-making function and oversight function. 13 9. Keiko Kishigami Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 2,000 shares Member of the Audit Committee January 28, 1957 2 years October 1985 August 1989 December 1997 May 2004 September 2018 June 2019 June 2020 June 2021 Brief Personal History and Principal Business Activities Outside the Corporation Joined Peat Marwick Minato (currently Ernst & Young ShinNihon LLC) Registered as Certified Public Accountant (present) Partner, Century Audit Corporation (currently Ernst & Young ShinNihon LLC) Representative Partner (currently Senior Partner), Ernst & Young ShinNihon (currently Ernst & Young ShinNihon LLC) Board Member, WWF Japan (present) Outside Auditor, Okamura Corporation (present) Director, the Corporation (present) Outside Director, Sumitomo Seika Chemicals Company, Limited. (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on her auditing experience across various companies in Japan and overseas as a certified public accountant and expertise on internal controls, as well as her knowledge regarding ESG. In addition, on the Audit Committee, she provides advice and suggestions based on her expertise and experience as a financial expert. Accordingly, the Nominating Committee has nominated her as a candidate for Outside Director as she is expected to contribute to the Board of Directors’ decision-making function and oversight function. 10. Joseph A. Kraft Jr. Reappointment Candidate for outside Director Non-executive Director Current Responsibility as a Director Date of Birth Number of Years Served as a Director Record of attendance at the Board of Directors Meetings 100% (10/10) Number of the Corporation’s Shares Held 2,000 shares Member of the Audit Committee Director in charge of Information Security May 12, 1964 2 years July 1986 January 2000 April 2007 March 2010 July 2015 June 2020 Brief Personal History and Principal Business Activities Outside the Corporation Joined Morgan Stanley Inc. Managing Director, Morgan Stanley Inc. Managing Director, Head of Capital Markets Division, Dresdner Kleinwort Japan Deputy Branch Manager & Managing Director, Bank of America Merrill Lynch Japan CEO, Rorschach Advisory Inc. (present) Director, the Corporation (present) Reasons for the Nomination as Outside Director and Outline of Expected Roles This candidate advises the Corporation’s management based on his insight into, and knowledge of, the global financial industry and capital markets based on his many years of experience and broad network spanning diverse industries. In addition, as a member of the Audit Committee and a Director in charge of Information Security, he provides advice and suggestions based on his professional perspective. Accordingly, the Nominating Committee has nominated him as a candidate for Outside Director as he is expected to contribute to the Board of Directors’ decision-making function and oversight function. 14 3. To issue Stock Acquisition Rights for the purpose of granting stock options. It is proposed that the Corporation will issue stock acquisition rights (“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 granting stock options, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act of Japan, and that the Corporation will delegate the determination of the terms of such Stock Acquisition Rights to the Board. In connection with this agenda, no such Stock Acquisition Rights will be issued to Non-executive Directors, including outside Directors of the Corporation. For a summary of the stock acquisition rights issued by the Corporation in the past, please refer to pages 19 to 21. In light of the purpose for granting the stock acquisition rights (contributing to the improvement of the mid- and long-term business performance of the Sony Group and thereby improving such business performance of the Sony Group), the exercise of stock acquisition rights is restricted for a one-year period from the allotment date of the stock acquisition rights (the exercise of Tax-qualified Stock Acquisition Rights with Exercise Price Denominated in Yen is restricted for a two-year period from the date of a resolution of the Board for issuance), and the Allocation Agreement provides restrictions on the exercise of stock acquisition rights such as a limitation on the number of exercisable stock acquisition rights (in general, one-third of the total number of the allocated stock acquisition rights will vest and be exercisable each year after the restricted period, and all of the allocated stock acquisition rights will be exercisable on and after the date on which three (3) years have passed from the allotment date of the stock acquisition rights), eligibility rules and others. The Corporation intends that stock acquisition rights issued by the Corporation in the future will be under the same restrictions as the stock acquisition rights issued in the past. 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 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, 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 (1) Class and Number of Shares to be Issued or Transferred upon Exercise of Stock Acquisition Rights 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 15 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. (2) Adjustment of Number of Granted Shares 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: Number of Granted Shares after adjustment Any fraction less than one (1) share resulting from the adjustment shall be disregarded. Number of Granted Shares before adjustment x Ratio of split or consolidation = (3) Amount of Assets to be Contributed upon Exercise of Stock Acquisition Rights 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). (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. 16 Exercise Price before adjustment Exercise Price after adjustment = 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. 1 Ratio of split or consolidation x (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 (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 (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. (8) Restrictions on the Acquisition of Stock Acquisition Rights through Transfer The Stock Acquisition Rights cannot be acquired through transfer, unless such acquisition is expressly approved by the Board. 17 (For reference) 1. Dilution ratio of shares The maximum limit of the aggregate number of shares to be issued or transferred upon exercise of the Stock Acquisition Rights is 5,000,000, which represents 0.40 percent of the total shares outstanding as of March 31, 2022. The total of such number of shares and the maximum aggregate number of shares to be issued or transferred upon the exercise of all outstanding stock acquisition rights for the purpose of granting stock options is 21,544,300, which represents 1.74 percent of the total shares outstanding as of March 31, 2022. 2. Outline of Stock Acquisition Rights Element Description Plan Type Exercise Price Issuance of stock options (Stock Acquisition Rights) in accordance with the provisions of the Companies Act of Japan ・Yen-denominated: Mainly for residents of Japan ・U.S. dollar-denominated: Mainly for non-residents of Japan • Average closing price during ten (10) consecutive trading days immediately prior to the The higher of the prices below: allotment date • Closing Price on the allotment date 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.（The exercise of Tax-qualified Stock Acquisition Rights with Exercise Price Denominated in Yen is restricted during a two-year period from the date of a resolution of the Board for issuance.） Restrictions on the Exercise of the Stock Acquisition Rights Allocation Agreement provides restrictions on the exercise of Stock Acquisition Rights such as a limitation on the number of exercisable Stock Acquisition Rights (in general, one-third of the total number of the allocated Stock Acquisition Rights will vest and be exercisable each year after the restricted period, and all of the allocated Stock Acquisition Rights will be exercisable on and after the date on which three (3) years have passed from the allotment date of the Stock Acquisition Rights). 18 [For Reference] Outline of Liability Limitation Agreement Pursuant to the Articles of Incorporation, the Corporation has entered into liability limitation agreements with all non-executive Directors including outside Directors. A summary of such liability limitation agreements is as follows: (1) In a case where a non-executive Director is liable to the Corporation after the execution of the liability limitation agreement for damages pursuant to Article 423, Paragraph 1 of the Companies Act, such liabilities shall be limited to the greater of either 30 million yen or an amount equal to the aggregate sum of the amounts prescribed in each item of Article 425, Paragraph 1 of the Companies Act, only where the non-executive Director acted in good faith without any gross negligence in performing his/her duties as a Director of the Corporation. (2) In a case where a non-executive Director is reelected as a non-executive Director of the Corporation and reassumes his/her office as such on the expiration of the term of his/her office as a non-executive Director of the Corporation, the liability limitation agreement shall continue to be effective after the reelection and re-assumption without any action or formality. Outline of the Terms of Directors and Officers Liability Insurance Policy The Corporation has, at its expense of insurance premiums, entered into a directors and officers liability insurance policy for all Directors, Corporate Executive Officers, corporate auditors, and persons in equivalent positions (the “Executives”) of itself or its subsidiaries over which The Corporation has a direct or indirect ownership more than 50%. The outline of the terms of such directors and officers liability insurance policy is as follows: (1) The insurance policy covers compensation for damages, litigation costs (including attorney’s fees) and other costs that may be incurred by the Executives as a result of assuming responsibility for the execution of their duties or receiving claims related to such responsibility. (2) As a measure to ensure the appropriateness of the execution of duties by the Executives, there are certain exemptions, such as in the case of an act committed by the Executives with the knowledge that it constitutes a violation of laws or regulations. Summary of Stock Acquisition Rights (SARs) issued by the Corporation in the past (outstanding as of March 31, 2022) Name (Date of issuance) Exercise period The twenty-fourth series of Common Stock Acquisition Rights (December 4, 2012) The twenty-fifth series of Common Stock Acquisition Rights (December 4, 2012) The twenty-sixth series of Common Stock Acquisition Rights (November 20, 2013) December 4, 2013 ~ December 3, 2022 December 4, 2013 ~ December 3, 2022 November 20, 2014 ~ November 19, 2023 Total number of SARs issued 147 779 470 Number of shares to be issued or transferred 14,700 Common Stock 77,900 Common Stock 47,000 Common Stock Exercise price Percentage of SARs exercised ¥ 932 97.7% U.S.$ 11.23 91.6% ¥ 2,007 94.1% 19 Name (Date of issuance) Exercise period The twenty-seventh series of Common Stock Acquisition Rights (November 20, 2013) November 20, 2014 ~ November 19, 2023 Total number of SARs issued Number of shares to be issued or transferred 127,300 Common Stock Exercise price Percentage of SARs exercised U.S.$ 20.01 85.6% ¥ 2,410.5 76.9% U.S.$ 20.67 80.5% ¥ 3,404 77.7% U.S.$ 27.51 82.2% ¥ 3,364 65.0% U.S.$ 31.06 74.2% ¥ 5,231 57.2% U.S.$ 45.73 50.5% ¥ 5,442 73.4% U.S.$ 50.39 – ¥ 6,440 33.6% U.S.$ 56.22 31.4% ¥ 6,705 15.4% U.S.$ 60.99 16.0% 1,273 1,909 1,541 2,526 1,708 5,163 3,679 5,725 6,764 45 150 9,778 8,268 13,897 11,908 190,900 Common Stock 154,100 Common Stock 252,600 Common Stock 170,800 Common Stock 516,300 Common Stock 367,900 Common Stock 572,500 Common Stock 676,400 Common Stock 4,500 Common Stock 15,000 Common Stock 977,800 Common Stock 826,800 Common Stock 1,389,700 Common Stock 1,190,800 Common Stock 13,300 Common Stock 133 U.S.$ 63.75 33.5% The twenty-eighth series of Common Stock Acquisition Rights (November 20, 2014) The twenty-ninth series of Common Stock Acquisition Rights (November 20, 2014) The thirtieth series of Common Stock Acquisition Rights (November 19, 2015) The thirty-first series of Common Stock Acquisition Rights (November 19, 2015) The thirty-second series of Common Stock Acquisition Rights (November 22, 2016) The thirty-third series of Common Stock Acquisition Rights (November 22, 2016) The thirty-fourth series of Common Stock Acquisition Rights (November 21, 2017) The thirty-fifth series of Common Stock Acquisition Rights (November 21, 2017) The thirty-sixth series of Common Stock Acquisition Rights (February 28, 2018) The thirty-seventh series of Common Stock Acquisition Rights (February 28, 2018) The thirty-eighth series of Common Stock Acquisition Rights (November 20, 2018) The thirty-ninth series of Common Stock Acquisition Rights (November 20, 2018) The fortieth series of Common Stock Acquisition Rights (November 20, 2019) The forty-first series of Common Stock Acquisition Rights (November 20, 2019) The forty-second series of Common Stock Acquisition Rights (April 17, 2020) November 20, 2015 ~ November 19, 2024 November 20, 2015 ~ November 19, 2024 November 19, 2016 ~ November 18, 2025 November 19, 2016 ~ November 18, 2025 November 22, 2017 ~ November 21, 2026 November 22, 2017 ~ November 21, 2026 November 21, 2018 ~ November 20, 2027 November 21, 2018 ~ November 20, 2027 February 28, 2019 ~ February 27, 2028 February 28, 2019 ~ February 27, 2028 November 20, 2019 ~ November 19, 2028 November 20, 2019 ~ November 19, 2028 November 20, 2020 ~ November 19, 2029 November 20, 2020 ~ November 19, 2029 April 17, 2021 ~ April 16, 2030 20 Name (Date of issuance) Exercise period The forty-third series of Common Stock Acquisition Rights (November 18, 2020) The forty-fourth series of Common Stock Acquisition Rights (November 18, 2020) The forty-fifth series of Common Stock Acquisition Rights (November 18, 2021) The forty-sixth series of Common Stock Acquisition Rights (November 18, 2021) November 18, 2021 ~ November 17, 2030 November 18, 2021 ~ November 17, 2030 November 18, 2022 ~ November 17, 2031 November 18, 2022 ~ November 17, 2031 Total number of SARs issued 21,930 Number of shares to be issued or transferred 2,193,000 Common Stock 19,748 23,991 23,911 1,974,800 Common Stock 2,399,100 Common Stock 2,391,100 Common Stock Exercise price Percentage of SARs exercised ¥ 9,237 1.9% U.S.$ 87.48 4.2% ¥ 14,350 U.S.$ 124.90 – – Note: All series of Stock Acquisition Rights were issued for the purpose of granting stock options. No cash payment was required for the allocation. (1) Stock Acquisition Rights held by Directors and Corporate Executive Officers of the Corporation (as of March 31, 2022) Name The twenty-sixth series of Common Stock Acquisition Rights The twenty-eighth series of Common Stock Acquisition Rights The thirtieth series of Common Stock Acquisition Rights The thirty-second series of Common Stock Acquisition Rights The thirty-fourth series of Common Stock Acquisition Rights The thirty-eighth series of Common Stock Acquisition Rights The fortieth series of Common Stock Acquisition Rights The forty-third series of Common Stock Acquisition Rights The forty-fifth series of Common Stock Acquisition Rights Directors (Excluding Outside Directors) and Corporate Executive Officers Outside Directors Number of holders Number of holders Number of shares to be issued or transferred 7,100 97,300 47,200 190,500 97,500 236,700 253,400 260,000 290,000 Number of shares to be issued or transferred － － － － － － － － － 1 4 3 5 4 6 6 6 6 － － － － － － － － － (2) Stock Acquisition Rights allocated to employees and others by the Corporation during the fiscal year ended March 31, 2022 The details of these Stock Acquisition Rights are mentioned in the forty-fifth and forty-sixth series of Common Stock Acquisition Rights above. Stock Acquisition Rights allocated to employees of the Corporation, directors, officers and employees of the Corporation’s subsidiaries Name The forty-fifth series of Common Stock Acquisition Rights The forty-sixth series of Common Stock Acquisition Rights Employees of the Corporation Number of shares to be issued or transferred Number of persons allocated Directors, officers and employees of the Corporation’s subsidiaries Number of persons allocated Number of shares to be issued or transferred 403,800 4,500 366 2 1,714,200 2,463,900 1,854 1,343 21 Amounts of remuneration paid to Directors and Corporate Executive Officers (for the fiscal year ended March 31, 2022) Directors (*1/*2) (Outside Directors) Corporate Executive Officers Total (Remarks) 10 (9) 6 16 Fixed remuneration Remuneration linked to business results Stock acquisition rights (*5) Restricted stock (*7) Phantom restricted stock plan(*8) Number of persons Number of persons Amount Amount Amount Number of persons Number of persons Amount Number of persons Amount (Yen in millions) (Yen in millions) (Yen in millions) (Yen in millions) (Yen in millions) 170 (149) 539 708 – (-) 6 6 – (*3) (-) 776 (*4) 776 – (-) 6 6 – (*6) (-) 540 540 10 40 （9） （36） 6 16 796 835 – (-) 1 1 – (-) 149 149 *1 The number of persons does not include two Directors who concurrently serve as Corporate Executive Officers, because Sony Group Corporation does not pay any additional remuneration for services as a Director to Directors who concurrently serve as *2 The number of persons includes one Director who resigned on the day of the Ordinary General Meeting of Shareholders held on June 22, 2021, and one director who retired during his term of office. *3 Sony Group Corporation does not pay remuneration linked to business results to Directors who do not concurrently serve as Corporate Executive Officers. Corporate Executive Officers. *4 The amount of remuneration linked to business results for the fiscal year ended March 31, 2022 is that is to be paid in June 2022. *5 As to stock acquisition rights, the amount above is that of expenses Sony Group Corporation recorded during the fiscal year ended March 31, 2022 applicable to stock acquisition rights granted. *6 Sony Group Corporation does not grant stock acquisition rights to Directors who do not concurrently serve as Corporate *7 As to restricted stock, the amount above is that of expenses Sony Group Corporation recorded during the fiscal year ended March Executive Officers. 31, 2022 applicable to restricted stock. *8 The phantom restricted stock plan referenced above includes the amount which is to be paid to one Corporate Executive Officer who will resign on the date of the Ordinary General Meeting of Shareholders to be held on June 28, 2022. The remuneration amount under the phantom restricted stock plan shall be calculated by multiplying the common stock price (closing price) as of the date he/she retired by the points accumulated under the phantom restricted stock plan during his/her term in office; however, the amount of the phantom restricted stock plan above is based on the common stock price (closing price) as of March 31, 2022. Sony Group Corporation recorded 222 million yen in expenses during the fiscal year ended March 31, 2022 applicable to the phantom restricted stock plan for Directors and Corporate Executive Officers. 22 Basic policy regarding remuneration for Directors and Corporate Executive Officers The basic policy regarding remuneration for, respectively Directors and Senior Executives determined by the Compensation Committee is as follows: Basic policy regarding Director remuneration The primary duty of Directors is to supervise the performance of business operations of Sony as a whole. In order to improve this supervisory function over the business operations of Sony, which is a global company, the following two elements have been established as the basic policy for the determination of remuneration of Directors. No Director remuneration is paid to those Directors who concurrently serve as Corporate Executive Officers. • Attracting and retaining an adequate talent pool of Directors possessing the requisite abilities to excel in the global marketplace; and Ensuring the effectiveness of the supervisory function of Directors. • Based on the above, Director remuneration shall consist of the following components. The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies. Type of remuneration Fixed remuneration ・ The amount of fixed remuneration shall be at an appropriate level determined in accordance with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies. Description Remuneration linked to stock price (restricted stock) Phantom restricted stock plan ・ Granted to further promote shared values between the shareholders and Directors and incentivize Directors to develop and maintain a sound and transparent management system. ・ Any Director to whom restricted stock is granted may not sell or transfer the granted shares during his/her tenure, and such restriction is to be released on the date such Director resigns. ・ Points determined every year by the Compensation Committee and granted to certain Directors