Sony Group Corporation S-8


Exhibit 4.1


 


(English
translation)


 


(47th
Series Japan and U.S. Participants)


 


AGREEMENT
CONCERNING


ALLOCATION
OF THE STOCK ACQUISITION RIGHTS 


OF
SONY GROUP CORPORATION


FOR
THE FISCAL YEAR 2022


 


SONY
GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to
as the “Qualified Person”) enter into this Agreement as of November 15, 2022 as set forth in Exhibit 1 in connection
with the allocation of the stock acquisition rights (hereinafter referred to as the “Stock Acquisition Rights”) to
be issued by the Corporation pursuant to the provisions of the terms and conditions of the Stock Acquisition Rights (hereinafter
referred to as the “Terms and Conditions”) set forth in Exhibit 2 attached hereto and pursuant to the special resolution
adopted at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 and the resolution adopted at the meeting
of the Board of Directors held on November 1, 2022.


 


The
number of Stock Acquisition Rights that the Qualified Person is to apply for the subscription for in accordance with Article 3
of Exhibit 1 and that the Corporation is to allocate to the Qualified Person shall be __________.


 


IN
WITNESS WHEREOF, two (2) originals of this Agreement have been prepared and executed by seal impressions or signatures by the
Corporation and the Qualified Person, each party retaining one (1) original.


 


November
15, 2022


 





	 	SONY GROUP CORPORATION
	 	7-1, Konan 1-chome, Minato-ku, Tokyo
	 	 	 
	 	By:	Kenichiro Yoshida
	 	 	Chairman, President and Chief Executive Officer,
	 	 	Representative Corporate Executive Officer
	 	 	 
	 	QUALIFIED PERSON
	 	 	 
	 	By:	 







 




     


     


    

Exhibit
1


 


The
terms and conditions of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the
Fiscal Year 2022 (including exhibits; hereinafter referred to as this “Agreement”) shall be as follows. Unless otherwise
provided for, the terms used in this Exhibit 1 shall have the same meaning as the terms used in the main body of this Agreement.


 


Article
1          (Purpose)


 


The
primary purpose of allocating the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive
to contribute towards the improvement of the Sony Group’s business performance and thereby improve the business performance
by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.


 


Article
2          (Restrictions under the Terms and Conditions and this Agreement)


 


The
Stock Acquisition Rights shall be subject to the Terms and Conditions and, further, exercise or disposition of the Stock Acquisition
Rights shall be subject to certain conditions and restrictions provided for in this Agreement.


 


Article
3          (Subscription for and Allocation of the Stock Acquisition Rights)


 


The
Qualified Person hereby applies for subscription for the number of Stock Acquisition Rights set forth in the main body of this
Agreement, which such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and pursuant to this
Agreement, the Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance with the
following terms on November 16, 2022 (hereinafter referred to as the “Allotment Date”).


 


		(1)	Class
                                         and number of shares to be issued or transferred upon exercise of each Stock Acquisition
                                         Right:



 


100
shares of common stock of the Corporation


 


In
the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation
of the shares of common stock of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be adjusted in accordance with
the following formula:


 


	Number
of Granted Shares after adjustment
	=	Number
    of Granted Shares before Adjustment	x	Ratio
of split or consolidation



 


Provided,
however, that such adjustment shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights
which have not been exercised at the time of the adjustment. Any fraction less than one (1) share resulting from the adjustment
shall be disregarded.


 






     


     


    

 


		(2)	Payment
                                         in exchange for Stock Acquisition Rights:



 


The
Stock Acquisition Rights are issued without payment of any consideration to the Corporation.


 


		(3)	Amount
                                         to be paid in per share to be issued or transferred upon exercise of the Stock Acquisition
                                         Rights (hereinafter referred to as the “Exercise Price”) is initially:



 


\
● yen


 


Provided,
however, that if the closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock
Exchange (hereinafter referred to as the “Closing Price”) on the Allotment Date (if there is no Closing Price on such
date, the Closing Price on the immediately preceding trading day) is higher than \ ● yen, then the amount equal to the Closing
Price on the Allotment Date shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise
Price to the Qualified Person. The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.


 


		(4)	Period
                                         during which the Stock Acquisition Rights may be exercised:



 


As
provided for in Exhibit 3 of this Agreement


 


Article
4          (Corporation and its Shares)


 


		(1)	Trade
                                         name of the Corporation:



 


SONY
GROUP CORPORATION


 


		(2)	Total
                                         number of shares authorized to be issued by the Corporation:



 


3,600,000,000
shares


 


		(3)	Number
                                         of shares constituting one (1) unit of shares:



 


100
shares


 


		(4)	Transfer
                                         Agent



 


Mitsubishi
UFJ Trust and Banking Corporation


 


4-5,
Marunouchi 1-chome, Chiyoda-ku, Tokyo


 


(Business
office) Mitsubishi UFJ Trust and Banking Corporation


 


Corporate
Agency Division


 


4-5,
Marunouchi 1-chome, Chiyoda-ku, Tokyo


 






    - 1 -


     


    

 


		(5)	Application
                                         of the Act on Transfer of Bonds, Shares, etc.



 


The
provisions of the Act on Transfer of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued
or transferred upon exercise of each Stock Acquisition Right.


 


Article
5          (Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition)


 


1.         Notwithstanding
Item (4) of Article 3 above, one-third of the aggregate number of the Stock Acquisition Rights allocated to the Qualified Person
(any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “First Exercisable
Portion”) is exercisable as from and including the commencement date of the period provided for in Item (4) of Article 3
(hereinafter referred to as the “Commencement Date of Exercisable Period”), half of the number of the Stock Acquisition
Rights after deduction of the First Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to
such Qualified Person (any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as
the “Second Exercisable Portion”) is exercisable as from and including November 16, 2024 and the balance of the Stock
Acquisition Rights after deduction of the First Exercisable Portion and the Second Exercisable Portion from the aggregate number
of the Stock Acquisition Rights allocated to such Qualified Person is exercisable as from and including November 16, 2025.


 


2.         In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for
Terms, Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange
Act, hereinafter collectively referred to as the “Sony Group Companies”) by falling under any of the following Items,
the exercise of the Stock Acquisition Rights shall be subject to the restrictions provided for in such following Item; provided,
however, that in no case may any Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.


 


		(1)	If
                                         the Qualified Person is subject to punitive dismissal or resignation under instruction
                                         pursuant to the rules of employment of the Corporation or of the Sony Group Companies
                                         or removed from office:



 


The
Qualified Person may not exercise the Stock Acquisition Rights on and after the day on which he/she forfeits such status (hereinafter
referred to as the “Status Forfeit Date”);


 


		(2)	If
                                         the Qualified Person forfeits such status due to his/her death:



 


Subject
to the provision of Article 7, the heir of the Qualified Person may exercise the Stock Acquisition Rights which are exercisable
pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Stock
Acquisition Rights”) until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period), but may not exercise the Stock Acquisition Rights which are not exercisable
pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Stock
Acquisition Rights”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of
the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights
shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date
falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable
Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period) subject to the provision of Article 7; and


 






    - 2 -


     


    

 


		(3)	If
                                         the Qualified Person forfeits such status due to any other events:



 


The
Qualified Person may exercise the Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period
commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday
of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Unexercisable
Stock Acquisition Rights on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified
Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights shall become
exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a
day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Stock Acquisition
Rights until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit
Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day
shall be the last day of such period).


 


3.         The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:


 


		(1)	If
                                         the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies
                                         as such competitor’s officer, employee or consultant, and any of the designated
                                         Representative Corporate Executive Officer(s) of the Corporation determines not to permit
                                         the exercise by such Qualified Person of the Stock Acquisition Rights allocated to such
                                         Qualified Person.



 


		(2)	If
                                         the Qualified Person is regarded by the Corporation to have performed any act of disloyalty
                                         against the Corporation or the Sony Group Companies.



 


		(3)	If
                                         the Qualified Person violates any provision of this Agreement.



 


4.         The
Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Stock Acquisition Rights.


 


5.         In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.


 






    - 3 -


     


    

 


Article
6          (Procedures for Exercising the Stock Acquisition Rights)


 


Procedures
for exercising the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement,
and in addition, detailed matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option
Program” separately provided and delivered by the Corporation to the Qualified Person no later than the Commencement Date
of Exercisable Period.


 


Article
7          (Inheritance of the Stock Acquisition Rights)


 


1.       In
case that the Qualified Person dies, the heir of such Qualified Person may, pursuant to this Article, other provisions of this
Agreement and conditions to be provided separately by the Corporation, succeed to and exercise the outstanding Stock Acquisition
Rights; provided, however, that the heir of such Qualified Person may not exercise the Stock Acquisition Rights if such Qualified
Person has given a prior written notice to the Corporation in the form prescribed by the Corporation to the effect that such Qualified
Person does not allow the heir to exercise the Stock Acquisition Rights. In case that the Qualified Person dies after he/she forfeits
the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due
to any events provided for in each Item of Article 5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may
exercise the Stock Acquisition Rights during the period from and including such Qualified Person’s Status Forfeit Date to
and including the day on which the exercisable period provided for in the said each Item elapses, to the extent that such Qualified
Person may exercise as provided for in the said each Item; provided, however, that in no case any Stock Acquisition Rights may
be exercised after the period provided for in Item (4) of Article 3.


 


2.         In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) heir to succeed to the Stock
Acquisition Rights (hereinafter referred to as the “Successor”).


 


3.         In
case that the Successor dies, any heir of the Successor may not exercise the Stock Acquisition Rights.


 


4.         Heirs
of the Qualified Person must, in cooperation, file with or submit to the Corporation the following matters and documents immediately
after the commencement of the inheritance:


 


		(1)	Certified
                                         copy of family register, etc. (Those issued within three (3) months or less are required);



 


		(2)	Seal
                                         registration certificate of the heirs (Those issued within three (3) months or less are
                                         required);



 


		(3)	Legacy
                                         division agreement or any other similar document necessary to certify the division of
                                         the legacy;



 


		(4)	Document
                                         to verify the name and address of the Successor or in case that the Successor resides
                                         outside Japan, his/her contact address in Japan; and



 


		(5)	Any
                                         other matters or documents designated by the Corporation.



 


5.         In
case that no agreement in respect of the division of the legacy is reached between or among the heirs of the Qualified Person,
heirs of the Qualified Person shall forthwith designate their representative and notify the Corporation to such effect. In such
case, the representative of the heirs shall file with or submit to the Corporation the matters and documents mentioned in the
preceding Paragraph as soon as an agreement is reached.


 






    - 4 -


     


    

 


6.         Each
provision, excluding this Article, of this Agreement shall be applicable to the Successor to the extent of their meaning.


 


Article
8          (Taxes and Expenses)


 


The
Qualified Person shall pay all taxes or other governmental charges, which may be imposed in connection with the exercise of the
Stock Acquisition Rights, at such Qualified Person’s own expense and responsibility. This shall apply to all costs and expenses
that may arise in connection with the exercise of the Stock Acquisition Rights.


 


Article
9          (Compliance with Financial Instruments and Exchange Act, Etc.)


 


1.         The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon
exercise of the Stock Acquisition Rights, comply with the Financial Instruments and Exchange Act of Japan, any other applicable
laws and regulations including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading established
by the Corporation.


 


2.         The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon
exercise of the Stock Acquisition Rights, confirm in advance with the Legal Division of the Corporation or a subsidiary of the
Corporation (or any other department in charge of such matters at the time), whether or not such sale will contravene Articles
166 and/or 167 (provisions relating to insider trading) of the Financial Instruments and Exchange Act of Japan.


 


Article
10       (Treatment in Events of Corporate Transaction and proceeding)


 


1.          In
the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation
is not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant
to which the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a
dissolution or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate
split, or any other similar transaction or proceeding, the Corporation may (x) cause the entity resulting from such transaction
or proceeding to execute an agreement providing that a holder of the Stock Acquisition Rights shall have the right during the
term to exercise the Stock Acquisition Rights and upon the exercise of the Stock Acquisition Rights to receive the class and amount
of shares and other securities and property receivable upon such transaction or proceeding by a holder of the number of shares
in respect of which the Stock Acquisition Rights could have been exercised immediately prior to such transaction or proceeding
or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Stock Acquisition
Right outstanding immediately prior to such transaction or proceeding (whether or not then exercisable).


 


2.         In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval
at the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately
preceding Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation
of such transaction or proceeding and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights, immediately
prior to, and subject to, the consummation of such transaction or proceeding.


 






    - 5 -


     


    

 


Article
11       (Condition Subsequent)


 


This
Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in
the position of director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies on
the Allotment Date.


 


Article
12       (Compliance with Foreign Laws and Regulations) 


 


1.          If
it is necessary for the reason that the Qualified Person is deemed a resident of any country other than Japan or for any other
reason so that, pursuant to any laws or regulations (including those of any country other than Japan) applicable to such Qualified
Person, such Qualified Person or the Corporation shall be required to perform or comply with certain procedures for allocating,
holding or exercising the Stock Acquisition Rights thereunder, such Qualified Person shall notify the Corporation in advance of
the necessity to perform or comply with such procedures and the contents thereof, and perform or comply with such procedures that
are required to be performed or complied with by such Qualified Person himself or herself, and request the Corporation to perform
or comply with the procedures that are required to be performed or complied with by the Corporation (hereinafter referred to as
the “Corporation’s Procedures”). In case that the request shall be made by the Qualified Person for the Corporation
to perform or comply with the Corporation’s Procedures, the Corporation shall independently consider the necessity for the
performance or compliance, and, if the Corporation shall come to the conclusion that it is necessary to do so, it shall perform
or comply with the Corporation’s Procedures.


 


2.         The
Qualified Person shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately
preceding Paragraph, and shall keep the Corporation fully indemnified against all such costs, expenses and damages, which may
arise or which the Corporation may incur in connection with such procedures.


 


Article
13       (Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement)


 


1.          If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other related laws or regulations of Japan, or if this Agreement becomes not in compliance
therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may,
with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.


 


2.         With
respect to matters not provided for in this Agreement or the “Guide to the Sony Stock Option Program”, such matters
shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified
Person rejects such consultation, or in the event that such consultation fails to bring an agreement, such matters shall be decided
by the Corporation.


 






    - 6 -


     


    

 


Article
14       (Manner of Notice)


 


Notices
by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following
manners:


 


		(1)	delivering
                                         (including mailing) a written notice to the address of the Qualified Person set forth
                                         in the register of the Stock Acquisition Rights;



 


		(2)	sending
                                         documents to the Qualified Person at his/her department in the Corporation (including
                                         any Sony Group Company) or sending electronic data to the e-mail address of the Qualified
                                         Person at the Corporation (including any Sony Group Company); or



 


		(3)	giving
                                         notice on the web site of the Corporation (including any Sony Group Company).



 


Article
15       (Governing Law and Jurisdiction)


 


This
Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive
jurisdiction in the first instance for settling any and all disputes that arise under or in connection with this Agreement.


 




    - 7 -


     


    

(English
translation)


 


(47th
Series Overseas Participants (Excluding U.S.))


 


AGREEMENT
CONCERNING





ALLOCATION
OF THE STOCK ACQUISITION RIGHTS 





OF
SONY GROUP CORPORATION





FOR
THE FISCAL YEAR 2022


 


SONY
GROUP CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to
as the “Qualified Person”) enter into this Agreement as of November 15, 2022 as set forth in Exhibit 1 in connection
with the allocation of the stock acquisition rights (hereinafter referred to as the “Stock Acquisition Rights”) to
be issued by the Corporation pursuant to the provisions of the terms and conditions of the Stock Acquisition Rights (hereinafter
referred to as the “Terms and Conditions”) set forth in Exhibit 2 attached hereto and pursuant to the special resolution
adopted at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 and the resolution adopted at the meeting
of the Board of Directors held on November 1, 2022.


 


The
number of Stock Acquisition Rights that the Qualified Person is to apply for the subscription for in accordance with Article 3
of Exhibit 1 and that the Corporation is to allocate to the Qualified Person shall be __________.


 


IN
WITNESS WHEREOF, two (2) originals of this Agreement have been prepared and executed by seal impressions or signatures by the
Corporation and the Qualified Person, each party retaining one (1) original.


 


November
15, 2022


 





	 	SONY GROUP CORPORATION
	 	7-1, Konan 1-chome, Minato-ku, Tokyo
	 	 	 
	 	By:	Kenichiro Yoshida
	 	 	Chairman, President and Chief Executive Officer,
	 	 	Representative Corporate Executive Officer
	 	 	 
	 	QUALIFIED PERSON
	 	 	 
	 	By:	 




  




    - 8 -


     


    

Exhibit
1


 


The
terms and conditions of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group Corporation for the
Fiscal Year 2022 (including exhibits; hereinafter referred to as this “Agreement”) shall be as follows. Unless otherwise
provided for, the terms used in this Exhibit 1 shall have the same meaning as the terms used in the main body of this Agreement.


 


Article
1      (Purpose)


 


The
primary purpose of allocating the Stock Acquisition Rights to the Qualified Person is to give the Qualified Person an incentive
to contribute towards the improvement of the Sony Group’s business performance and thereby improve the business performance
by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation.


 


Article
2      (Restrictions under the Terms and Conditions and this Agreement)


 


The
Stock Acquisition Rights shall be subject to the Terms and Conditions and, further, exercise or disposition of the Stock Acquisition
Rights shall be subject to certain conditions and restrictions provided for in this Agreement.


 


Article
3      (Subscription for and Allocation of the Stock Acquisition Rights)


 


The
Qualified Person hereby applies for subscription for the number of Stock Acquisition Rights set forth in the main body of this
Agreement, which such Stock Acquisition Rights are to be issued in accordance with the Terms and Conditions, and pursuant to this
Agreement, the Corporation allocates such number of the Stock Acquisition Rights to the Qualified Person in accordance with the
following terms on November 16, 2022 (hereinafter referred to as the “Allotment Date”).


 


		(1)	Class
                                         and number of shares to be issued or transferred upon exercise of each Stock Acquisition
                                         Right:



 


100
shares of common stock of the Corporation


 


In
the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or a consolidation
of the shares of common stock of the Corporation, the number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (hereinafter referred to as the “Number of Granted Shares”) shall be adjusted in accordance with
the following formula:


 


	Number
of Granted Shares after adjustment
	=	Number
    of Granted Shares before Adjustment	x	Ratio
of split or consolidation



 


Provided,
however, that such adjustment shall be made only with respect to the Number of Granted Shares for the Stock Acquisition Rights
which have not been exercised at the time of the adjustment. Any fraction less than one (1) share resulting from the adjustment
shall be disregarded.


 






     


     


    

 


		(2)	Payment
                                         in exchange for Stock Acquisition Rights:



 


The
Stock Acquisition Rights are issued without payment of any consideration to the Corporation.


 


		(3)	Amount
                                         to be paid in per share to be issued or transferred upon exercise of the Stock Acquisition
                                         Rights (hereinafter referred to as the “Exercise Price”) is initially:



 


\
● yen


 


Provided,
however, that if the closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock
Exchange (hereinafter referred to as the “Closing Price”) on the Allotment Date (if there is no Closing Price on such
date, the Closing Price on the immediately preceding trading day) is higher than \ ● yen, then the amount equal to the Closing
Price on the Allotment Date shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise
Price to the Qualified Person. The Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.


 


		(4)	Period
                                         during which the Stock Acquisition Rights may be exercised:



 


As
provided for in Exhibit 3 of this Agreement


 


Article
4           (Corporation and its Shares)


 


		(1)	Trade
                                         name of the Corporation:



 


SONY
GROUP CORPORATION


 


		(2)	Total
                                         number of shares authorized to be issued by the Corporation:



 


3,600,000,000
shares


 


		(3)	Number
                                         of shares constituting one (1) unit of shares:



 


100
shares


 


		(4)	Transfer
                                         Agent



 


Mitsubishi
UFJ Trust and Banking Corporation


 


4-5,
Marunouchi 1-chome, Chiyoda-ku, Tokyo


 


(Business
office) Mitsubishi UFJ Trust and Banking Corporation


 


Corporate
Agency Division


 


4-5,
Marunouchi 1-chome, Chiyoda-ku, Tokyo


 






    10


     


    

 


		(5)	Application
                                         of the Act on Transfer of Bonds, Shares, etc.



 


The
provisions of the Act on Transfer of Bonds, Shares, etc. will apply to shares of common stock of the Corporation to be issued
or transferred upon exercise of each Stock Acquisition Right.


 


Article
5          (Restrictions on and Conditions for Exercise of the Stock Acquisition Rights and Prohibition of Disposition)


 


1.       Notwithstanding
Item (4) of Article 3 above, one-third of the aggregate number of the Stock Acquisition Rights allocated to the Qualified Person
(any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as the “First Exercisable
Portion”) is exercisable as from and including the commencement date of the period provided for in Item (4) of Article 3
(hereinafter referred to as the “Commencement Date of Exercisable Period”), half of the number of the Stock Acquisition
Rights after deduction of the First Exercisable Portion from the aggregate number of the Stock Acquisition Rights allocated to
such Qualified Person (any fraction less than one (1) Stock Acquisition Right shall be disregarded) (hereinafter referred to as
the “Second Exercisable Portion”) is exercisable as from and including November 16, 2024 and the balance of the Stock
Acquisition Rights after deduction of the First Exercisable Portion and the Second Exercisable Portion from the aggregate number
of the Stock Acquisition Rights allocated to such Qualified Person is exercisable as from and including November 16, 2025.


 


2.       In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of group companies of the Corporation (subsidiaries and affiliates of the Corporation as defined in the “Ordinance for
Terms, Forms and Preparation Methods of Financial Statements, etc.” under the Japanese Financial Instruments and Exchange
Act, hereinafter collectively referred to as the “Sony Group Companies”) by falling under any of the following Items,
the exercise of the Stock Acquisition Rights shall be subject to the restrictions provided for in such following Item; provided,
however, that in no case may any Stock Acquisition Rights be exercised after the period provided for in Item (4) of Article 3.


 


		(1)	If
                                         the Qualified Person is subject to punitive dismissal or resignation under instruction
                                         pursuant to the rules of employment of the Corporation or of the Sony Group Companies
                                         or removed from office:



 


The
Qualified Person may not exercise the Stock Acquisition Rights on and after the day on which he/she forfeits such status (hereinafter
referred to as the “Status Forfeit Date”);


 


		(2)	If
                                         the Qualified Person forfeits such status due to his/her death:



 


Subject
to the provision of Article 7, the heir of the Qualified Person may exercise the Stock Acquisition Rights which are exercisable
pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable Stock
Acquisition Rights”) until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period), but may not exercise the Stock Acquisition Rights which are not exercisable
pursuant to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Stock
Acquisition Rights”) on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of
the Qualified Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights
shall become exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date
falls on a day before the Commencement Date of Exercisable Period) and the heir of the Qualified Person may exercise the Unexercisable
Stock Acquisition Rights until and including the last day of the one (1) year period commencing on the date immediately following
the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding
business day shall be the last day of such period) subject to the provision of Article 7; and


 






    11


     


    

 


		(3)	If
                                         the Qualified Person forfeits such status due to any other events:



 


The
Qualified Person may exercise the Exercisable Stock Acquisition Rights until and including the last day of the one (1) year period
commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a holiday
of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise the Unexercisable
Stock Acquisition Rights on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified
Person to exercise the Unexercisable Stock Acquisition Rights, all of the Unexercisable Stock Acquisition Rights shall become
exercisable on the Status Forfeit Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a
day before the Commencement Date of Exercisable Period) and the Qualified Person may exercise the Unexercisable Stock Acquisition
Rights until and including the last day of the one (1) year period commencing on the date immediately following the Status Forfeit
Date (if the last day of this one (1) year period falls on a holiday of the Corporation, the immediately preceding business day
shall be the last day of such period).


 


3.       The
Qualified Person may not exercise the Stock Acquisition Rights in any of the following cases:


 


		(1)	If
                                         the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies
                                         as such competitor’s officer, employee or consultant, and any of the designated
                                         Representative Corporate Executive Officer(s) of the Corporation determines not to permit
                                         the exercise by such Qualified Person of the Stock Acquisition Rights allocated to such
                                         Qualified Person.



 


		(2)	If
                                         the Qualified Person is regarded by the Corporation to have performed any act of disloyalty
                                         against the Corporation or the Sony Group Companies.



 


		(3)	If
                                         the Qualified Person violates any provision of this Agreement.



 


4.       The
Qualified Person may not be authorized to transfer, pledge or otherwise dispose of all or part of the Stock Acquisition Rights.


 


5.       In
no circumstances shall any Qualified Person request the Corporation to purchase the Stock Acquisition Rights held by him/her.


 






    12


     


    

 


Article
6          (Procedures for Exercising the Stock Acquisition Rights)


 


Procedures
for exercising the Stock Acquisition Rights shall be provided for in the Terms and Conditions and Exhibit 3 of this Agreement,
and in addition, detailed matters concerning such procedures shall be provided for in a “Guide to the Sony Stock Option
Program” separately provided and delivered by the Corporation to the Qualified Person no later than the Commencement Date
of Exercisable Period.


 


Article
7          (Inheritance of the Stock Acquisition Rights)


 


1.         In
case that the Qualified Person dies, the heir of such Qualified Person may, pursuant to this Article, other provisions of this
Agreement and conditions to be provided separately by the Corporation, succeed to and exercise the outstanding Stock Acquisition
Rights; provided, however, that the heir of such Qualified Person may not exercise the Stock Acquisition Rights if such Qualified
Person has given a prior written notice to the Corporation in the form prescribed by the Corporation to the effect that such Qualified
Person does not allow the heir to exercise the Stock Acquisition Rights. In case that the Qualified Person dies after he/she forfeits
the status as a director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies due
to any events provided for in each Item of Article 5, Paragraph 2 (excluding Item (2)), the heir of such Qualified Person may
exercise the Stock Acquisition Rights during the period from and including such Qualified Person’s Status Forfeit Date to
and including the day on which the exercisable period provided for in the said each Item elapses, to the extent that such Qualified
Person may exercise as provided for in the said each Item; provided, however, that in no case any Stock Acquisition Rights may
be exercised after the period provided for in Item (4) of Article 3.


 


2.         In
case that there are more than one (1) heir of the Qualified Person, the heirs must designate one (1) heir to succeed to the Stock
Acquisition Rights (hereinafter referred to as the “Successor”).


 


3.         In
case that the Successor dies, any heir of the Successor may not exercise the Stock Acquisition Rights.


 


4.         Heirs
of the Qualified Person must, in cooperation, file with or submit to the Corporation the following matters and documents immediately
after the commencement of the inheritance:


 


		(1)	Certified
                                         copy of family register, etc. (Those issued within three (3) months or less are required);



 


		(2)	Seal
                                         registration certificate of the heirs (Those issued within three (3) months or less are
                                         required);



 


		(3)	Legacy
                                         division agreement or any other similar document necessary to certify the division of
                                         the legacy;



 


		(4)	Document
                                         to verify the name and address of the Successor or in case that the Successor resides
                                         outside Japan, his/her contact address in Japan; and



 


		(5)	Any
                                         other matters or documents designated by the Corporation.



 


5.         In
case that no agreement in respect of the division of the legacy is reached between or among the heirs of the Qualified Person,
heirs of the Qualified Person shall forthwith designate their representative and notify the Corporation to such effect. In such
case, the representative of the heirs shall file with or submit to the Corporation the matters and documents mentioned in the
preceding Paragraph as soon as an agreement is reached.


 






    13


     


    

 


6.       Each
provision, excluding this Article, of this Agreement shall be applicable to the Successor to the extent of their meaning.


 


Article
8          (Taxes and Expenses)


 


The
Qualified Person shall pay all taxes or other governmental charges, which may be imposed in connection with the exercise of the
Stock Acquisition Rights, at such Qualified Person’s own expense and responsibility. This shall apply to all costs and expenses
that may arise in connection with the exercise of the Stock Acquisition Rights.


 


Article
9          (Compliance with Financial Instruments and Exchange Act, Etc.)


 


1.       The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon
exercise of the Stock Acquisition Rights, comply with the Financial Instruments and Exchange Act of Japan, any other applicable
laws and regulations including but not limited to applicable U.S. laws, and the Rules for Prevention of Insider Trading established
by the Corporation.


 


2.       The
Qualified Person shall, in selling the shares of common stock of the Corporation, which such Qualified Person has acquired upon
exercise of the Stock Acquisition Rights, confirm in advance with the Legal Division of the Corporation or a subsidiary of the
Corporation (or any other department in charge of such matters at the time), whether or not such sale will contravene Articles
166 and/or 167 (provisions relating to insider trading) of the Financial Instruments and Exchange Act of Japan.


 


Article
10        (Treatment in Events of Corporate Transaction and Proceeding)


 


1.       In
the event of any corporate transaction or proceeding excluding (a) a consolidation, amalgamation or merger in which the Corporation
is not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant
to which the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a
dissolution or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate
split, or any other similar transaction or proceeding, the Corporation may (x) cause the entity resulting from such transaction
or proceeding to execute an agreement providing that a holder of the Stock Acquisition Rights shall have the right during the
term to exercise the Stock Acquisition Rights and upon the exercise of the Stock Acquisition Rights to receive the class and amount
of shares and other securities and property receivable upon such transaction or proceeding by a holder of the number of shares
in respect of which the Stock Acquisition Rights could have been exercised immediately prior to such transaction or proceeding
or (y) prevent from being exercised, effective immediately upon the completion of such transaction or proceeding, each Stock Acquisition
Right outstanding immediately prior to such transaction or proceeding (whether or not then exercisable).


 






    14


     


    

 


2.       In
the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval
at the shareholders’ meeting to effectuate one (1) or more of the transactions or proceedings described in the immediately
preceding Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation
of such transaction or proceeding and give the Qualified Person the opportunity to exercise their Stock Acquisition Rights, immediately
prior to, and subject to, the consummation of such transaction or proceeding.


 


Article
11        (Condition Subsequent)


 


This
Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in
the position of director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies on
the Allotment Date.


 


Article
12        (Compliance with Foreign Laws and Regulations) 


 


1.       If
it is necessary for the reason that the Qualified Person is deemed a resident of any country other than Japan or for any other
reason so that, pursuant to any laws or regulations (including those of any country other than Japan) applicable to such Qualified
Person, such Qualified Person or the Corporation shall be required to perform or comply with certain procedures for allocating,
holding or exercising the Stock Acquisition Rights thereunder, such Qualified Person shall notify the Corporation in advance of
the necessity to perform or comply with such procedures and the contents thereof, and perform or comply with such procedures that
are required to be performed or complied with by such Qualified Person himself or herself, and request the Corporation to perform
or comply with the procedures that are required to be performed or complied with by the Corporation (hereinafter referred to as
the “Corporation’s Procedures”). In case that the request shall be made by the Qualified Person for the Corporation
to perform or comply with the Corporation’s Procedures, the Corporation shall independently consider the necessity for the
performance or compliance, and, if the Corporation shall come to the conclusion that it is necessary to do so, it shall perform
or comply with the Corporation’s Procedures.


 


2.       The
Qualified Person shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately
preceding Paragraph, and shall keep the Corporation fully indemnified against all such costs, expenses and damages, which may
arise or which the Corporation may incur in connection with such procedures.


 


Article
13        (Representations, Warranties, Covenants and Confirmations)


 


The
Qualified Person shall represent, warrant, covenant and confirm the matters set forth in Exhibit 4 of this Agreement for the benefit
of the Corporation. The following terms included in Exhibit 4 shall have the following meaning:


 


“Allocation
Agreement” means this Agreement;


 


“Corporation”
means the Corporation;


 


“Qualified
Person” means the Qualified Person; and


 






    15


     


    

 


“Option”
means the Stock Acquisition Rights.


 


	Article 14	(Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement)



 


1.       If
it is found that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income
Tax Act, the Corporation Tax Act or any other related laws or regulations of Japan, or if this Agreement becomes not in compliance
therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may,
with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.


 


2.       With
respect to matters not provided for in this Agreement or the “Guide to the Sony Stock Option Program”, such matters
shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified
Person rejects such consultation, or in the event that such consultation fails to bring an agreement, such matters shall be decided
by the Corporation.


 


	Article 15	(Manner of Notice)



 


Notices
by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following
manners:


 


		(1)	delivering
                                         (including mailing) a written notice to the address of the Qualified Person set forth
                                         in the register of the Stock Acquisition Rights;



 


		(2)	sending
                                         documents to the Qualified Person at his/her department in the Corporation (including
                                         any Sony Group Company) or sending electronic data to the e-mail address of the Qualified
                                         Person at the Corporation (including any Sony Group Company); or



 


		(3)	giving
                                         notice on the web site of the Corporation (including any Sony Group Company).



 


	Article 16	
(Governing Law and Jurisdiction)



 


This
Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive
jurisdiction in the first instance for settling any and all disputes that arise under or in connection with this Agreement.


 




    16


     


    

(English
translation)


 


Exhibit
2


 


TERMS
AND CONDITIONS OF THE FORTY SEVENTH SERIES OF 

STOCK ACQUISITION RIGHTS


 


FOR
SHARES OF COMMON STOCK OF SONY GROUP CORPORATION


 


These
terms and conditions of the stock acquisition rights shall apply to the Forty Seventh Series of Stock Acquisition Rights for Shares
of Common Stock (hereinafter referred to as the “Stock Acquisition Rights”) of Sony Group Corporation (hereinafter
referred to as the “Corporation”) issued on November 16, 2022 by the Corporation in accordance with the special resolution
adopted at the 105th Ordinary General Meeting of Shareholders held on June 28, 2022 and the resolution adopted at the meeting
of the Board of Directors held on November 1, 2022:


 





	
        1. Aggregate Number of Stock Acquisition Rights

         
	24,320
	
        2. 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 the 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 (hereinafter referred to as the “Number of Granted Shares”) shall be
        100 shares.

         

        The aggregate number of shares
to be issued or transferred upon exercise of the Stock Acquisition Rights shall be 2,432,000 shares of common stock of the Corporation
(hereinafter referred to as the “Common Stock”). However, in the event that the Number of Granted Shares is adjusted
pursuant to Condition 3 below, the aggregate number of shares to be issued or transferred upon exercise of the Stock Acquisition
Rights shall be adjusted to the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate
number of the Stock Acquisition Rights as prescribed in Condition 1 above.



 






    17


     


    

 





	3. Adjustment of Number of Granted Shares	(1) In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula:


 


	 	 	Number of

Granted Shares after adjustment	=	Number of

Granted Shares

before adjustment	x	
        Ratio of split or consolidation
	 


 


	 	
        (2) An adjustment to the Number of Granted
        Shares under the immediately preceding Item shall be made only with respect to the Number of Granted Shares for the Stock Acquisition
        Rights which have not been exercised at the time of the adjustment. Any
        fraction less than one (1) share resulting from the adjustment shall be disregarded.

         

        (3) The effective date of the Number of
        Granted Shares after adjustment shall be the same day as the date on which the Exercise Price after adjustment becomes effective
        as provided for in Item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the
        same reason as the adjustment of the Number of Granted Shares.

         

	
        (4) When the Number of Granted Shares is
        adjusted, the Corporation shall give notice of necessary matters to each holder of the Stock Acquisition Rights registered in the
        register of Stock Acquisition Rights, no later than the day immediately preceding the effective date of the Number of Granted Shares
        after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding
        such effective date, the Corporation shall promptly give such notice on or after such effective date.

         

	
        4. Payment in exchange for Stock Acquisition Rights

        
	The Stock Acquisition Rights are issued without payment of any consideration to the Corporation.
	 	 
	
        5. Allotment Date of Stock Acquisition Rights

        
	November 16, 2022 (hereinafter referred to as the “Allotment Date”)



 






    18


     


    

 





	
        6. Amount of Assets to be Contributed upon Exercise of Stock
        Acquisition Rights

         
	
        The amount of assets to be contributed
        upon exercise of the Stock Acquisition Rights shall be the amount obtained by multiplying the amount to be paid per share to be
        issued or transferred upon exercise of the Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”)
        by the Number of Granted Shares. The Exercise Price is initially ● yen.

         

        Provided, however, that if the closing
        price of the Common Stock in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing
        Price”) on the Allotment Date (if there is no Closing Price on such date, the Closing Price on the immediately preceding
        trading day) is higher than ● yen, then the initial Exercise Price shall be the amount equal to the Closing Price on the
        Allotment Date.

         

	
        7. Adjustment of Exercise Price

         
	
        (1) In the event that the Corporation conducts
        a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock after the Allotment
        Date of the Stock Acquisition Rights, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction
        less than one (1) yen resulting from the adjustment shall be rounded up to the nearest one (1) yen:

         



 


	 	 	Exercise 

Price after 

adjustment	=	Exercise 

Price before 

adjustment	×	1	 
	Ratio of split or consolidation




 



    19


     


    

 




	 	
        (2) In the case that the Exercise Price
        is adjusted pursuant to the immediately preceding Item, the effective date of the Exercise Price after adjustment shall be as set
        forth below:

         

        The Exercise Price after adjustment shall
        become effective, in the case of a stock split, on and after the day immediately following the record date for such stock split,
        and in the case of a stock consolidation, on and after the effective date thereof.

         

        (3) In addition to the cases in Item (1)
        of this Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed
        to be appropriate by the Corporation in the following cases.

         

        (i)  When
        the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or
        reduction of the amount of capital of the Corporation.

         

        (ii) In
        addition to Item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that causes or
        may cause a change in the total number of the issued Common Stock.

         

	 	
        (4) When the Exercise Price is adjusted,
        the Corporation shall give notice of necessary matters to each holder of the Stock Acquisition Rights registered in the register
        of Stock Acquisition Rights, no later than the day immediately preceding the effective date of the Exercise Price after adjustment;
        provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective
        date, the Corporation shall promptly give such notice on or after such effective date.

         

	
        8. Period during which Stock Acquisition Rights May be Exercised

         
	
        From and including November 16,
2023, up to and including November 15, 2032. If the last day of such period falls on a holiday of the Corporation, the immediately
preceding business day shall be the last day of such period. 



 






    20


     


    

 

	
        9. Conditions for Exercise of Stock Acquisition Rights

         
	
        (1) No Stock Acquisition Right may be exercised
        in part.

         

        (2) 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 of Directors of the Corporation) 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, the 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). 



 






    21


     


    

 


	10. Restrictions under the U.S. Securities Act and Other Matters	
        The Corporation shall not be obligated
        to effect the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred
        upon exercise of the Stock Acquisition Rights or to effect similar compliance under any similar laws. Notwithstanding anything
        herein to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant
        to these terms and conditions unless and until the Corporation is advised by its legal counsel that the issuance and delivery of
        such Common Stock is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any
        securities exchange on which the Common Stock is traded. The Corporation may require, as a condition to the issuance and transfer
        of the Common Stock pursuant to these terms and conditions, that the recipient of such Common Stock make such covenants, agreements
        and representations, and that records and any other documentation of such Common Stock bear such legends, as the Corporation deems
        necessary or desirable. The exercise of any Stock Acquisition Right granted hereunder shall only become effective at such time
        as counsel to the Corporation shall have determined that the issuance and transfer of the Common Stock pursuant to such exercise
        is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange
        on which the Common Stock is traded.

        

        The Corporation may, in its sole discretion,
        defer the effectiveness of the exercise of a Stock Acquisition Right granted hereunder to allow the issuance and transfer of the
        Common Stock upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance
        available under federal or state securities laws. The Corporation shall inform the holder of such Stock Acquisition Right in writing
        of the decision to defer the effectiveness of the exercise of such Stock Acquisition Right granted hereunder. During the period
        that the effectiveness of the exercise of a Stock Acquisition Right has been deferred, the holder of such Stock Acquisition Right
        may, by a written notice, withdraw such exercise and obtain the refund of any amounts paid in connection with such exercise.

         

	
        11. Mandatory Repurchase of Stock Acquisition Rights

         
	Not applicable.
	
        12. Restrictions on 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 of Directors of the Corporation.


 






    22


     


    

 


	13. Application for Exercise of Stock Acquisition Rights and Manner of Payment	
        (1) In the case of exercise of the Stock
        Acquisition Rights, the holder of the Stock Acquisition Rights shall fill in necessary matters on the “Application Form for
        Exercise of the Stock Acquisition Rights” in the form designated by the Corporation, and shall submit such application form
        (including application for exercise of the Stock Acquisition Rights in an electromagnetic manner) to the place where applications
        for exercise of the Stock Acquisition Rights are made as provided for in Condition 14, after affixing his or her name and seal
        or signature (including electronic signature) thereon. The Application Form for Exercise of the Stock Acquisition Rights shall
        be accepted at the place where applications for exercise of the Stock Acquisition Rights are made only on a business day at such
        place.

         

        (2) With submission of the Application
        Form for Exercise of the Stock Acquisition Rights as provided in (1) above, the entire amount of the Exercise Price to be paid
        in upon exercise of the Stock Acquisition Rights (hereinafter referred to as the “Amount of Payment”) shall be paid
        in cash to an account designated by the Corporation (hereinafter referred to as the “Designated Account”) at the payment
        handling place provided for in Condition 15 at or before the date and time designated by the Corporation.

         

        (3) Any holder of the Stock Acquisition
        Rights who has submitted the documents required for exercise of the Stock Acquisition Rights to the place where applications for
        exercise of the Stock Acquisition Rights are made, may not cancel such exercise thereafter.

         

	
        14. Place where Applications for Exercise of Stock Acquisition
        Rights are Made

         
	
        Corporate Human Resources (or any division in charge of the
        relevant service from time to time) of Sony Group Corporation.

         

	
        15. Payment Handling Place on Exercise of Stock Acquisition
        Rights

         
	
        Sumitomo Mitsui Banking Corporation, Head
        Office (or any successor bank of such bank from time to time and/or any successor office of such office).

         

	16. Effective Date and Time of Exercise of Stock Acquisition Rights	
        The exercise of the Stock Acquisition
Rights shall become effective when an Application Form for Exercise of the Stock Acquisition Rights referred to in Item (1) of
Condition 13 which is accepted at the place where applications for exercise of the Stock Acquisition Rights are made are delivered
to the payment handling place provided for in Condition 15 and the Amount of Payment is duly paid to the Designated Account. 



 






    23


     


    

 


	17. Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance of Shares upon Exercise of Stock Acquisition Rights	
        (1) The amount of capital increased by
        the issuance of shares upon exercise of the 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.

         

        (2) The amount of additional paid-in capital
        increased by the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtained by deducting the
        capital to be increased, as provided in (1) above, from the maximum limit of capital increase, as also provided in (1) above.

         

	18. Handling of Matters Relating to Abolition of Unit Share System	
        In the case that the Corporation abolishes
        the unit share system after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for
        handling the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of
        the Companies Act of Japan and consistent with these terms and conditions.

         

	19. Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations	In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Stock Acquisition Rights, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions.




 




    24


     


    

(English
translation)


 


Exhibit
3


 


EXERCISE
PERIOD (TAX ELIGIBLE)


 


Set
forth below are the provisions concerning the conditions and restrictions of exercise or disposition of the Stock Acquisition
Rights provided for in Article 2 of Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group
Corporation for the Fiscal Year 2022 (including exhibits; hereinafter referred to as the “Agreement”) and the period
during which the Stock Acquisition Rights may be exercised provided for in Item (4) of Article 3 of Exhibit 1 of the Agreement.
Unless otherwise provided for, the terms used in this Exhibit 3 shall have the same meaning as used in the main body and Exhibit
1 of the Agreement.


 


1.       (Period
during which the Stock Acquisition Rights may be exercised)


 


The
Qualified Person may exercise the Stock Acquisition Rights during the period from and including November 2, 2024 to and including
November 1, 2032 (if the last day of such period falls on a holiday of the Corporation, the immediately preceding business day
shall be the last day of such period, subject to the restriction of exercise provided for in Paragraph 1 of Article 5 of Exhibit
1 of the Agreement.).


 


2.       (Method
of exercise of the Stock Acquisition Rights)


 


		(1)	In
                                         order to be entitled to the special taxation measure (hereinafter referred to as the
                                         “Special Taxation Measure”) provided for in Article 29-2 of the Act on Special
                                         Measures Concerning Taxation, the Qualified Person shall be subject to the following
                                         provisions, as for the exercise of the Stock Acquisition Rights, as well as the conditions
                                         provided for in the Terms and Conditions and Exhibit 1 of the Agreement.



 


(i)
Total amount of exercise price with respect to the exercise of the Stock Acquisition Rights for one (1) calendar year (from and
including January 1 to and including December 31) shall not exceed \12,000,000.


 


(ii)
The shares that the Qualified Person acquires upon exercise of the Stock Acquisition Rights shall be delivered through the account
that the Qualified Person opens in his/her name at a sales office or a business office of a financial instruments business operator,
etc. for the purposes of (a) writing or recording his/her transaction with respect to the stock option in a transfer account book
and/or (b) holding such shares on his/her behalf. Such account shall be opened pursuant to an agreement for the above-mentioned
purposes entered into between the Corporation and such financial instruments business operator, etc. in accordance with Article
29-2, Paragraph 1, Item 6 of the Act on Special Measures Concerning Taxation. Information on such financial instruments business
operator, etc. is described in the “Guide to the Sony Stock Option Program” provided for in Article 6 of Exhibit 1
of the Agreement.


 






    25


     


    

 


(iii)
The Qualified Person shall comply with the procedures set forth in the “Guide to the Sony Stock Option Program” as
specified procedures required by the relevant law to be entitled to the Special Taxation Measure.


 


		(2)	In
                                         the case where the Qualified Person is a major shareholder or a person involved with
                                         a major shareholder, which is specified in the Act on Special Measures Concerning Taxation
                                         or may not be entitled to the above Special Taxation Measure pursuant to such Act, Items
                                         (i) and (iii) of the immediately preceding Paragraph shall not apply to such Qualified
                                         Person.



 




    26


     


    

(English
translation)


 


Exhibit
3


 


EXERCISE
PERIOD (TAX INELIGIBLE)


 


Set
forth below are the provisions concerning the conditions and restrictions of exercise or disposition of the Stock Acquisition
Rights provided for in Article 2 of Exhibit 1 of the Agreement Concerning Allocation of the Stock Acquisition Rights of Sony Group
Corporation for the Fiscal Year 2022 (including exhibits; hereinafter referred to as the “Agreement”) and the period
during which the Stock Acquisition Rights may be exercised, which is provided for in Item (4) of Article 3 of Exhibit 1 of the
Agreement. Unless otherwise provided for, the terms used in this Exhibit 3 shall have the same meaning as used in the main body
and Exhibit 1 of the Agreement.


 


1.         (Period
during which the Stock Acquisition Rights may be exercised)


 


The
Qualified Person may exercise the Stock Acquisition Rights during the period from and including November 16, 2023 to and including
November 15, 2032 (if the last day of such period falls on a holiday of the Corporation, the immediately preceding business day
shall be the last day of such period, subject to the restriction of exercise provided for in Paragraph 1 of Article 5 of Exhibit
1 of the Agreement.).


 


2.         (Method
of delivery of shares)


 


The
shares that the Qualified Person acquires upon exercise of the Stock Acquisition Rights shall be delivered through the account
which the Qualified Person opens in his/her name at a sales office or a business office of a financial instruments business operators,
etc. for writing or record in a transfer account book or custody of the shares with respect to the stock option pursuant to the
arrangements for writing or record in a transfer account book or delegation of custody of the shares entered into between the
Corporation and such financial instruments business operators, etc. Information on such financial instruments business operators,
etc. is described in the “Guide to the Sony Stock Option Program” provided for in Article 6 of Exhibit 1 of the Agreement.


 




    27


     


    

Exhibit
4


 


REPRESENTATIONS
AND WARRANTIES FOR NON-US PARTICIPANTS


 


The
Qualified Person confirms the following matters pursuant to Article 13 of Exhibit 1 attached to the Allocation Agreement.


 


1.     (Employment
Contract)





I
understand that nothing in the Sony Group Corporation Stock Acquisition Rights Plan (the “Plan”) terms form part of
my employment contract, unless my employment contract expressly states otherwise. Participation in the Plan does not create any
right to continued employment.


 


I
understand that neither the participation in the Plan nor the grant of the Stock Acquisition Rights (hereinafter referred to as
the “Option” in this Exhibit 4) creates any rights to participate in the Plan or to be granted any stock acquisition
right, Option or award in the future. The Plan may cease to be operated in the future although any existing Options granted under
the Plan will continue in accordance with the Allocation Agreement, Exhibits, and the Terms and Conditions.


 


I
understand that I have no claim or right of action in respect of any decision, omission or discretion which may operate to my
disadvantage even if it is unreasonable, irrational or might otherwise be regarded as being in breach of any duty, except as set
out in the relevant Plan documentation.


 


I
understand I have no right to compensation for any loss in relation to the Plan, including any loss in relation to:


		●	a
                                         reduction of rights or expectations under the Plan in any circumstances (including lawful
                                         or unlawful termination of employment);






		●	any
                                         exercise of a discretion or a decision taken in relation to an award or to the Plan,
                                         or any failure to exercise a discretion or take a decision; and






		●	the
                                         operation, suspension, termination or amendment of the Plan.



 


I
understand that as the grant by the Corporation is entirely discretionary, the benefits and rights acquired under the Plan do
not constitute “base salary” or other regular employment earnings and that nothing in the rules or operation of the
Plan forms part of my contract of employment or employment relationship, which rights are separate from and not affected by, the
Plan. I understand and agree that under no circumstances will the benefits derived from the Plan be included as part of my employment
earnings for purposes of calculating any of the Corporation’s and/or the Sony group companies’ (including my employer)
obligations to me for bonus, retirement, severance, or any other such payments.


 


2.     (Data
Protection)


[Other
than Brazil and China]


I
consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of
any personal information or data necessary for the administration of the Plan.


 


Subject
to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I
can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation if you have any queries
in respect of the statement.


 






    28


     


    

 


I
understand that the information provided to the Corporation, the companies in the Sony group (including my employer), and/or to
their duly authorized third party designee(s) retained for the purpose of assisting the Corporation or the Sony group companies
with administration of the Options and provided in relation to the Plan will be used in relation to the administration of my Options
under the Plan.


 


The
Corporation and/or any of the companies in the Sony group (including my employer) may give information to others (including people
acting as agents of the Corporation and/or any of the companies in the Sony group) in connection with the administration of the
Plan on the understanding that they will keep the information secure.


 


In
order to process the information the Corporation and/or companies in the Sony group (including my employer) may transfer the information
to other countries that may have a different level of statutory protection for my information than in my home country.


 


I
understand that I have a right to access certain information that the Plan holds about me and in order to exercise this right,
I can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation.


 


[Note
regarding Italy and Israel (In addition to the wording above):





I
understand that the conferral of the information is optional and even if I refuse the conferral of the information, this refusal
brings me no disadvantage. I also understand that I have a right to object, in whole or in part, to the processing of the information.]


 


[Brazil
(Instead of the wording above):





I
consent to the collection, use and disclosure by the Corporation and/or companies in the Sony group (including my employer) of
any personal information or data necessary for the administration of the Plan.


 


Subject
to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I
can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation if you have any queries
in respect of the statement.


 


I
understand that the information provided to the Corporation, the companies in the Sony group (including my employer), and/or to
their duly authorized third party designee(s) retained for the purpose of assisting the Corporation or the Sony group companies
with administration of the Options and provided in relation to the Plan will be used in relation to the administration of my Options
under the Plan.


 


The
Corporation and/or any of the companies in the Sony group (including my employer) may give information to others (including people
acting as agents of the Corporation and/or any of the companies in the Sony group) in connection with the administration of the
Plan on the understanding that they will keep the information secure.


 


In
order to process the information, the Corporation and/or companies in the Sony group (including my employer) may transfer the
information to other countries that may have a different level of statutory protection for my information than in my home country.
I understand that any international data transfer within the scope of the Plan will be rendered according to one of the mechanisms
provided by the General Data Protection Law (Law No. 13,709/2018).


 






    29


     


    

 


I
understand that I have certain rights under the General Data Protection Law, such as the right to access certain information that
the Plan holds about me and to rectify wrong information. In order to exercise any right, I can contact the Secretariat of the
Stock Option Plan, Corporate Human Resources, Sony Group Corporation.]


 


[China
(Instead of the wording above):





I
consent to the collection, use, disclosure and process by the Corporation and/or companies in the Sony group (including my employer)
of any personal information or data necessary for the administration of the Plan.


 


Subject
to legislative requirements, the information may be retained after my Options are exercised or cancelled. I understand that I
can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation, if I have any queries
in respect of this statement.


 


I
understand that the information provided to the Corporation, the companies in the Sony group (including my employer), and/or to
their duly authorized third party designee(s) retained for the purpose of assisting the Corporation or the Sony group companies
with administration of the Options and provided in relation to the Plan will be used in relation to the administration of my Options
under the Plan.


 


The
Corporation and/or any of the companies in the Sony group (including my employer) may give information to others (including people
acting as agents of the Corporation and/or any of the companies in the Sony group) in connection with the administration of the
Plan on the understanding that they will keep the information secure and will duly provide you with the third party recipient’s
name, contact information and other information as required by applicable laws and authorities.


 


In
order to process the information the Corporation and/or companies in the Sony group (including my employer) may transfer the information
to other countries that may have a different level of statutory protection for my information than in my home country. I understand
that the transfer of my personal information outside of China is subject to the PRC Personal Information Protection Law and I
am entitled to the statutory remedies thereunder.


 


I
understand that I have a right to access certain information that the Plan holds about me and in order to exercise this right,
I can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation.]


 


3.     (Payment
of Tax, Social Security or Other Amounts) 


I
acknowledge that I am responsible for and indemnify each relevant member of the Sony Group Companies against any federal state
local and foreign taxes or social security liability in connection with my Options (“Tax Liability”), and I authorize
the Corporation and companies in the Sony group (including my employer) to withhold any amounts or make such arrangements as they
consider necessary to meet any liability due to taxation, social security or other amounts in respect of my participation in the
Plan. These arrangements may include the sale or reduction in number of any shares of the Corporation (hereinafter referred to
as the “Shares”) or the cash payment of all (or as nearly equivalent as reasonably possible) or any portion of the
Tax Liability on my behalf, subject to my indemnification and repayment obligation hereunder, unless I, as the participant in
the Plan, discharge the liability myself.


 






    30


     


    

 


4.     (Tax
Filings) 


By
signing the Allocation Agreement, I agree to:







 


		(1)	make
                                         all neccessary personal tax filings in the territory where I am tax resident in relation
                                         to this Plan;



 


		(2)	make
                                         any required foreign exchange filings or notifications in relation to my holding of rights
                                         under the Plan in the territory where I am foreign exchange resident; and



 


		(3)	comply
                                         with any requirements to notify my employer of my interests in rights relating to the
                                         Shares (whether these requirements are based on the internal rules of the Corporation,
                                         the Sony group, my employer or applicable law).



 


5.    (Pensions)


I
understand and agree that this grant of Options to me will not affect my pension rights in any way. No additional contributions
will be made by the Corporation or by any other member of the Sony group (including my employer) as a result of my participation
in this Plan. Any pension I may receive will not be increased by my participation in this Plan.


 


6.     (Tax
Treatment)


I
understand and agree that neither the Corporation nor any member of the Sony group (including my employer) has arranged for any
special tax treatment to apply to these Options other than those expressly stated in the Allocation Agreement, if any. The Options
are not tax qualified in any jurisdiction unless otherwise expressly stated in the Allocation Agreement.


 


[European
Union: 


This
offer is being made to the Qualified Person as part of the Plan in order to provide an additional incentive and to encourage employee
share ownership and to increase the Qualified Person’s interest in the success of the Corporation. The company offering
these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The shares which are the subject of these rights
are new and/or existing shares of common stock in the Corporation. More information in relation to the Corporation including the
share price can be found at the following web address: www.sony.com.





Details
of the offer can be found in the Allocation Agreement.





The
obligation to publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation. The total maximum
number of shares which are the subject of this offer is 2,432,000.]


 


[Australia:





The
Qualified Person confirms that he/she acknowledges and understands the following matters.


 


	1.	The
                                         Exercise Price will be calculated in the future on the Allotment Date in accordance with
                                         Article 3 of Exhibit 1 attached to the Allocation Agreement. By way of example only,
                                         if the Allotment Date was the date of the offer of the Options under the Agreement (being
                                         November 15, 2022), the Exercise Price would be \ xxx,
                                         of which the Australian dollar equivalent is A$ xxx.xx
                                         (calculated at the rate of A$ 1 = \ xx.xx,
                                         the rate of exchange at the closing of November 15, 2022).



 


	2.	As
                                         the Shares of the Corporation are listed on the Tokyo Stock Exchange, the market price
                                         of the Shares can be ascertained by visiting the website of the Tokyo Stock Exchange
                                         (at the following link: https://quote.jpx.co.jp/jpx/template/quote.cgi?F=tmp/e_stock_detail&MKTN=T&QCODE=6758)
                                         and the Australian dollar equivalent of that price by applying the prevailing Japanese
                                         yen / Australian dollar exchange rate published by the Reserve Bank of Australia (at
                                         the following link: https://www.rba.gov.au/statistics/frequency/exchange-rates.html).



 


	3.	Any
                                         advice given by the Corporation in connection with the Options is general advice only.
                                         Nothing in the documentation is to be taken to constitute a recommendation or statement
                                         of opinion that is intended to influence a person or persons in making a decision to
                                         acquire any Options and the Qualified Person should consider obtaining his/her own financial
                                         product and/or legal advice from an independent person. The documentation does not take
                                         into account the objectives, financial situation or needs of any particular person. Before
                                         acting on the information contained in the documentation, or making a decision to participate,
                                         the Qualified Person should seek professional advice as to whether such participation
                                         is appropriate in light of his or her personal circumstances.



 






    31


     


    

 


	4.	The
                                         Qualified person has no rights until the Exercise Price is determined on the Allotment
                                         Date in accordance with Article 3 of Exhibit 1 attached to the Allocation Agreement.



 


	5.	Data
                                         protection






We
expressly inform you that, if you participate in the Plan:





		(a)	you
                                         consent to the disclosure of your personal information to the Corporation, any companies
                                         in the Sony group or people acting as agents of the Corporation and/or any of the companies
                                         in the Sony group, who may be situated in or outside Australia, including in jurisdictions
                                         that may not afford your information the same level of protection as Australian laws
                                         do; and






		(b)	acknowledge
                                         that neither your employer, the Corporation or any other companies in the Sony group
                                         will be required to take steps to ensure that the Corporation, any other companies in
                                         the Sony group or any of their agents does not breach the Australian Privacy Principles.]



 


[Austria: 


Notwithstanding
any other plan rule, I understand that I cannot transfer, assign or otherwise dispose of my Option to any third -party at any
time.]


 


[Belgium: 


The
Qualified Person agrees that the Allocation Agreement is drawn up in English.]


 


[Brazil: 


This
document is solely for the use and information of persons to whom they are addressed and no other person. This document is addressed
only to the Qualified Person and may not be reproduced or copied in any form.


 


The
Options granted under the Plan have not been and will not be publicly issued, placed, distributed, offered or negotiated in the
Brazilian capital markets and, as a result, will not be registered with the Brazilian Securities Commission (Comissão de
Valores Mobiliários, the CVM). Therefore, the Options granted under the Plan will not be offered or sold in Brazil, except
in circumstances which do not constitute a public offering, placement, distribution or negotiation under the Brazilian capital
markets regulation.]


 


[Chile: 


The
offer to participate in the Plan is made to you as an employee of SONY CHILE LTDA. 


and
is only directed at the individuals to whom the offer is specifically addressed. The offer is a private offer subject to Norma
de Carácter General 336 (General Regulation 336) of the Superintendencia de Valores y Seguros (Chilean Securities and Insurance
Commission or ’SVS’).


 


Please
note that the company, the Plan or the securities offered under the Plan are not registered in the Registro de Valores (Securities
Registry) or in the Registro de Valores Extranjeros (Foreign Securities Registry) maintained by the SVS, nor are they subject
to the supervision or control of the SVS. If such securities are offered within Chile, they will be offered and sold only pursuant
to General Regulation 336 of the SVS, an exemption to the registration requirements, or in circumstances which do not constitute
a public offer of securities in Chile within the meaning of Article 4 of the Chilean Securities Market Law 18,045. The issuer
is not obliged under Chilean law to disclose or deliver any public information regarding the securities in Chile. The securities
may not be publicly offered in Chile unless they are registered in the corresponding securities registry. The offer start date
is included in the Allocation Agreement provided to you in respect of this specific award.


 






    32


     


    

 


La
oferta a participar en el Plan se ha hecho a usted como empleado de SONY CHILE LTDA. y va destinada sólo a las personas
a las que la oferta va dirigida específicamente. La oferta es una oferta privada sujeta a la Norma de Carácter General
No336 de la Superintendencia de Valores y Seguros (“SVS”). Tenga en cuenta que la empresa, el Plan y los valores
ofrecidos bajo el Plan no han sido registrados en el Registro de Valores o en el Registro de Valores Extranjeros mantenido por
la SVS, ni están sujetos a la supervisión ni control de la SVS. Si dichos valores son ofrecidos dentro de Chile,
serán ofrecidos y colocados sólo de acuerdo a la Norma de Carácter General 336 de la SVS, una excepción
a la obligación de registro, o en circunstancias que no constituyan una oferta pública de valores en Chile según
lo definido por el Artículo 4 de la Ley 18.045 de Mercado de Valores de Chile. El emisor no está obligado bajo la
ley chilena a revelar o proporcionar ninguna información pública en relación con los valores en Chile. Los
valores no pueden ser ofrecidos públicamente en Chile a no ser que se registren en el registro de valores correspondiente.
La fecha de inicio de la oferta está incluida en los documentos del plan relativos al premio específico, entregados
a usted.]


 


[China:





	合格参与计划人员理解并同意,在Sony
    

Group Corporation通知其中国的外汇登记所需手续已完成之前,其不可行使股票期权。	The
                                         Qualified Person understands and agrees that he/she may not exercise the Options until
                                         and unless Sony Group Corporation notifies him/her that the necessary procedure for foreign
                                         exchange registration in China is completed. 

         

	合格参与计划人员确认其认可并理解下述事项。

         

        1
        (i)股权激励计划项下可行使的股票期权本

质上是外国的股票期权,不适用中华人民共和国的证券法律法规;(ii)股权激励计划项下的股票期权的授予、赋权、行使及任何其它处分均不得以任何方式被解释为在中国境内公开发行证券;(iii)如果中华人民共和国的任何证券法律法规将予适用,则Sony
        Group
        Corporation有权对股权激励计划的任何部分或股票期权进行必要的变更或修改,以使其符合所适用的中华人民共和国的证券法律法规。

         
	The
                                         Qualified Person confirms that he/she acknowledges and understands the following matters.

         

        1
        (i) The options available under the Plan are foreign in nature and are not subject to the PRC securities laws and regulations;
        (ii) the grant, vesting, exercise and any other disposal of the Options under the Plan shall not in any manner be construed
        as a public offering of securities within the territory of China; (iii) if any PRC securities laws or regulations is to
        apply, the Corporation is entitled to make necessary changes or modifications to any part of the Plan or the Options so
        as to be in complaint with the applicable PRC securities laws and regulations.

         

	2
                                         Sony Group Corporation和/或索尼集团公司可以根据所适用的法律之要求扣缴合格参与计划人员在中华人民共和国的相关个人所得税。

         
	2
                                         The Corporation and/or Sony Group Companies may withhold relevant PRC individual income
                                         tax of the Qualified Person as required by applicable laws.

         




 






    33


     


    

 


	3
                                         通过签订分配协议,本人同意:(i)股权
激励计划与本人和本人雇主之间的劳动关系无关且并不影响该等劳动关系,股票期权不构成本人工资或薪金的任何部分;以及(ii)本人参与该计划可能存在风险,包括但不限于股票期权的不可流动性以及可适用的市场价格的波动性。

         
	3
                                         By signing the Allocation Agreement, I agree that: (i) the Plan has nothing to do with
                                         or affect my employment relationship with my employer and the option does not constitute
                                         any of my wages or salaries; and (ii) risks may exist for my participation of such Plan,
                                         including but not limited to the non-transferability of the Options and the volatility
                                         of the applicable market price. ]

         



[Denmark: 





	1      Tildelingstidspunkt
for aktieoptioner i Sony Group Corporation (“Optionerne”) 
	1      The
time of the grant of the stock acquisition rights of Sony Group Corporation (the “Options”) 



 

	Aftale
        Vedrørende Tildeling af Aktieoptioner i Sony Group Corporation for Regnskabsåret 2022 (“Tildelingsaftalen”)
        er indgået mellem Sony Group Corporation og modtageren (den “Kvalificerede Person”) pr 15. november
        2022 Datoen for tildelingen af Optionerne er den 16. november 2022.

        
	The
Agreement Concerning Allocation of the Stock Acquisition rights of Sony Group Corporation for the Fiscal Year 2022 (the “Allocation
Agreement”) is entered into between Sony Group Corporation and the grantee (the “Qualified Person”) as of November
15, 2022. The date of the grant of the Options is November 16, 2022.



 

	2     Kriterier
        eller betingelser for tildelingen 

         

        Optioner
tildeles direktionsmedlemmer og medarbejdere udvalgt af Sony Group Corporation (“Selskabet”), som underskriver Tildelingsaftalen
af 15. november 2022.
	2     The
        criteria or conditions for the grant 

         

        Options
are granted to officers and employees selected by Sony Group Corporation (the “Corporation”) who sign the Allocation
Agreement as of November 15, 2022.



 

	3     Udnyttelsestidspunktet
eller udnyttelsesperioden eller information om hvorledes udnyttelsestidspunkt fastsættes 
	3     The
exercise time or exercise period or information on how the exercise time is determined 



 

	Optionerne
        modnes og kan udnyttes i tre omtrent lige store årlige rater, fra og med årsdagen for tildelingen.

         
	The
Options shall vest and become exercisable in three approximately equal annual installments beginning on the first anniversary
of the date of the grant. 



 

	4     Tegningskursen
        eller information om hvorledes tegningskursen fastsættes 

        
	4      The
subscription price or information on how the subscription price is fixed 



 

	Beløbet
        som erlægges pr. aktie udstedt eller overdraget når Optionerne udnyttes (herefter “Udnyttelseskursen”)
        er som udgangspunkt US$ xxx.xx.

         
	Amount
to be paid per Share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise
Price”) is initially US$ xxx.xx. 



 






    34


     


    

 

	Det
forudsættes dog, at såfremt det US-dollar beløb, der opnås ved at dele slutkursen for aktier i selskabet
i den regulære handel hermed på Tokyo Stock Exchange (herefter “Slutkursen”) den 16. november 2022 (“Tildelingsdatoen”)
(såfremt der ikke er nogen Slutkurs denne dato, vil Slutkursen på den umiddelbart forudgående handelsdag være
gældende) med den gennemsnitlige kursnotering hos en ledende erhvervsbank i Tokyo, som sælger spot US-dollar ved telegrafisk
overførsel af yen i ti (1o) på hinanden følgende handelsdage (eksklusiv dage hvor der ikke er nogen Slutkurs)
umiddelbart forud for Tildelingsdatoen (herefter “Referencekursen”) (eventuelle decimaler efter en sådan beregning
mindre end en (1) cent skal rundes op til nærmeste hele cent) er højere end US$ xxx.xx,
så skal beløbet svarende til US-dollar beløbet beregnet ved at dele Slutkursen på Tildelingsdatoen med
Referencekursen (eventuelle decimaler efter en sådan beregning mindre end en (1) cent skal rundes op til nærmeste
hele cent) skal udgøre den første Udnyttelseskurs. I så fald skal Selskabet oplyse en sådan første
Udnyttelseskurs til den Kvalificerede Person ved fremsendelse af meddelelse herom (herefter “Meddelelsen”) på
eller omkring den 16. november 2022.
	Provided,
however, that if the U.S. dollar amount obtained by dividing the closing price of Shares of the Corporation in the regular trading
thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”) on November 16, 2022 (the “Allotment
Date”) (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) 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 ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the Allotment
Date (hereinafter referred to as 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) is higher than US$ xxx.xx,
then the amount equal to the U.S. dollar amount obtained by dividing the Closing Price on the Allotment Date 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) shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the
Qualified Person by sending a notice (hereinafter referred to as the “Notice”) on or about November 16, 2022.



 

	5        Medarbejderens
rettigheder ved ansættelsesforholdets ophør 
	5        The
employee’s rights in connection with the termination of employment  



 

	(1)      I
        tilfælde af at den Kvalificerede Person mister sin position som bestyrelsesmedlem, direktionsmedlem eller medarbejder
        i Selskabet eller i Sony-koncernen på grund af en af følgende årsager, skal udnyttelsen af Optionerne
        være underlagt de begrænsninger, der er beskrevet nedenfor; dog forudsat at Optionerne under ingen omstændigheder
        kan udnyttes efter perioden angivet under punkt 3 ovenfor.

        
	(1)      In
case that the Qualified Person forfeits either status as a director, corporate executive officer, officer or employee of the Corporation
or of the Sony Group Companies by falling under any of the following items, the exercise of the Options shall be subject to the
restrictions provided for in such following item; provided, however, that in no case may any Options be exercised after the period
provided for in Item (4) of Article 3 of the Allocation Agreement.



 

	(i)
Såfremt den Kvalificerede Person bortvises eller opsiges på grund af misligholdelse i henhold til Selskabets eller
Sony Koncernens ansættelsesregler eller fjernes fra embedet:
	(i)
If the Qualified Person is subject to punitive dismissal or resignation under instruction pursuant to the rules of employment
of the Corporation or of the Sony Group Companies or removed from office:



 






    35


     


    

 

	Den
    Kvalificerede Person kan ikke udnytte Optionerne på eller efter datoen på hvilken han/hun mister denne position
    (herefter “Fortabelsesdatoen”);	The
Qualified Person may not exercise the Options on and after the day on which he/she forfeits such status (hereinafter referred
to as the “Status Forfeit Date”);



 

	(ii)
Såfremt den Kvalificerede Person mister denne position på grund af den Kvalificerede Persons død:
	(ii)
If the Qualified Person forfeits such status due to his/her death:



 

	I
        henhold til bestemmelse 7 i Tildelingsaftalen kan arvingerne til den Kvalificerede Person udnytte Optionerne, som kan
        udnyttes i henhold til punkt (1) i denne bestemmelse pr. Fortabelsesdatoen (herefter de “Modnede Optioner”)
        indtil og inklusive den sidste dag i et (1) års perioden som begynder dagen efter Fortabelsesdatoen (hvis den sidste
        dag af denne et (1) års periode ikke er en bankdag i Selskabet, vil den efterfølgende bankdag udgøre
        den sidste dag i perioden), men kan dog ikke udnytte Optionerne, som ikke er modnede i henhold til afsnit 1 i denne bestemmelse
        pr. Fortabelsesdatoen (herefter de “Ikke Modnede Optioner”), på og efter Fortabelsesdagen dog forudsat
        at såfremt Selskabet tillader arvingerne til den Kvalificerede Person at udnytte de Ikke Modnede Optioner, modner
        alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen for Udnyttelsesperioden, såfremt
        Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden), og den Kvalificerede Person
        kan udnytte de Ikke Modnede Optioner til og med den sidste dag i et (1) års perioden, som begynder dagen efter Fortabelsesdagen
        (hvis den sidste dag af denne et (1) års periode ikke er en bankdag i Selskabet, vil den efterfølgende bankdag
        udgøre den sidste dag i perioden) i henhold til bestemmelserne i bestemmelse 7 i Tildelingsaftalen; og

         
	Subject
to the provision of Article 7 of the Allocation Agreement, the heir of the Qualified Person may exercise the Options which are
exercisable pursuant to Item (1) of this Article as of the Status Forfeit Date (hereinafter referred to as the “Exercisable
Options”) until and including the last day of the one (1) year period commencing on the date immediately following the Status
Forfeit Date (if the last day of this one (1) year period falls on a day that is not a business day of the Corporation, the immediately
preceding business day shall be the last day of such period), but may not exercise the Options which are not exercisable pursuant
to Paragraph 1 of this Article as of the Status Forfeit Date (hereinafter referred to as the “Unexercisable Options”)
on and after the Status Forfeit Date; provided, however, that if the Corporation allows the heir of the Qualified Person to exercise
the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit Date (or the Commencement
Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of Exercisable Period) and
the heir of the Qualified Person may exercise the Unexercisable Options until and including the last day of the one (1) year period
commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day
that is not a business day of the Corporation, the immediately preceding business day shall be the last day of such period) subject
to the provision of Article 7 of the Allocation Agreement; and



 

	(iii)
Såfremt den Kvalificerede Person denne position på grund af andre forhold:
	(iii)
If the Qualified Person forfeits such status due to any other events:



 






    36


     


    

 

	Den
        Kvalificerede Person kan udnytte de Modnede Optioner indtil og inklusive den sidste dag i et (1) års perioden, som
        begynder dagen efter Fortabelsesdagen (hvis den sidste dag af denne et (1) års periode ikke er en bankdag i Selskabet,
        vil den efterfølgende bankdag udgøre den sidste dag i perioden), men kan dog ikke udnytte de Ikke Modnede
        Optioner på og efter Fortabelsesdagen dog forudsat at såfremt Selskabet tillader den Kvalificerede Person
        at udnytte de Ikke Modnede Optioner, modner alle de Ikke Modnede Optioner på Fortabelsesdatoen (eller på Startdatoen
        for Udnyttelsesperioden, såfremt Fortabelsesdatoen falder på en dato før Startdatoen for Udnyttelsesperioden),
        og arvingerne til den Kvalificerede Person kan udnytte de Ikke Modnede Optioner til og med den sidste dag i et (1) års
        perioden, som begynder dagen efter Fortabelsesdagen (hvis den sidste dag af denne et (1) års periode ikke er en
        bankdag i Selskabet, vil den efterfølgende bankdag udgøre den sidste dag i perioden).

         
	The
Qualified Person may exercise the Exercisable Options until and including the last day of the one (1) year period commencing on
the date immediately following the Status Forfeit Date (if the last day of this one (1) year period falls on a day that is not
a business day of the Corporation, the immediately preceding business day shall be the last day of such period), but may not exercise
the Unexercisable Options on and after the Status Forfeit Date; provided, however, that if the Corporation allows the Qualified
Person to exercise the Unexercisable Options, all of the Unexercisable Options shall become exercisable on the Status Forfeit
Date (or the Commencement Date of Exercisable Period, if the Status Forfeit Date falls on a day before the Commencement Date of
Exercisable Period) and the Qualified Person may exercise the Unexercisable Options until and including the last day of the one
(1) year period commencing on the date immediately following the Status Forfeit Date (if the last day of this one (1) year period
falls on a day that is not a business day of the Corporation, the immediately preceding business day shall be the last day of
such period).



 

	(2)       Den
Kvalificerede Person kan ikke udnytte Optionerne i følgende tilfælde:
	(2)       The
Qualified Person cannot exercise the Options in any of the following cases:



 

	(i)
Såfremt den Kvalificerede Person arbejder for en konkurrent til Selskabet eller Sony Koncernen som denne konkurrents direktionsmedlem,
medarbejder eller konsulent, og en af de udvalgte Repræsentanter for Ledelsen i Selskabet vælger ikke at tillade en
sådan Kvalificeret Persons udnyttelse af Optionerne tildelt til denne Kvalificerede Person.
	(i)
If the Qualified Person works for a competitor of the Corporation or of the Sony Group Companies as such competitor’s officer,
employee or consultant, and any of the designated Representative Corporate Executive Officer(s) of the Corporation determines
not to permit the exercise by such Qualified Person of the Options allocated to such Qualified Person.



 

	(ii)
        Såfremt den Kvalificerede Person af Selskabet anses for at have udøvet illoyale handlinger mod Selskabet
        eller Sony Koncernen.

         
	(ii)
    If the Qualified Person is regarded by the Corporation to have performed any act of disloyalty against the Corporation or
    the Sony Group Companies.


 

	(iii)
Såfremt den Kvalificerede Person misligholder bestemmelserne i denne Aftale.
	(iii)
If the Qualified Person violates any provision of the Agreement.



 






    37


     


    

 

	6      Økonomiske
aspekter af deltagelse i aktieoptionsprogrammet 
	6      The
financial aspects of participating in the stock option program 



 

	Aktieoptioner
er risikobetonede værdipapirer, der er afhængige af aktiemarkedet. Som følge heraf er der ingen garanti for,
at udnyttelsen af Optionerne udløser en fortjeneste. Tildelingen af Optionerne har ingen økonomiske konsekvenser
for den Kvalificerede Person.
	Stock
options are risky securities that are influenced by the share market. Consequently, there is no guarantee that the exercise of
the Options will yield a profit. The grant of the Options has no financial consequences for the Qualified Person.]








 


[Germany:


The
Options granted under the Plan are provided on an ex-gratia basis and not in satisfaction of any right or expectation of the Qualified
Person. The Qualified Person acknowledges that he/she has no such right or expectation in relation to the Option or any future
grant of options.]


 


[Hong
Kong: 


The
contents of the Allocation Agreement have not been reviewed by any regulatory authority in Hong Kong. The Qualified Person is
advised to exercise caution in relation to the offer under the Plan. If the Qualified Person is in any doubt about any of the
contents of this document, he/she should obtain independent professional advice.


This
offer of the Plan (the “Offer”) is strictly private and only available to the Qualified Persons. The Offer has also
not been approved by the Securities and Futures Commission in Hong Kong and it should not be made in whole or in part to the public
or any third-party.





No
Options earned or granted under the Plan may be transferred or assigned, except as expressly permitted by the Corporation in writing.]


 


[India: 


No
invitation, offer or sale to purchase or subscribe to the shares of Sony Group Corporation (“Securities”) is made
or intended to be made to the public in India through the Allocation Agreement or any amendment or supplement thereto. Neither
the Allocation Agreement nor any amendment or supplement thereto is a prospectus, offer document or advertisement nor has it been
or will be submitted or registered as a prospectus or offer document under any applicable law or regulation in India. Neither
the Allocation Agreement nor any amendment or supplement thereto has been reviewed, approved, or recommended by any Registrar
of Companies in India, the Securities and Exchange Board of India, the Reserve Bank of India, any stock exchange in India or any
other Indian regulatory authority.


 


Accordingly,
no person may make any invitation, offer or sale of any Securities, nor may the Allocation Agreement nor any amendment or supplement
thereto nor any other document, material, notice or circular in connection with the invitation, offer or sale for subscription
or purchase of any Securities (“Offer”) be circulated or distributed whether directly or indirectly to, or for the account
or benefit of, any person resident in India, other than strictly on a private and confidential basis and so long as any such Offer
is not calculated to result, directly or indirectly, in the Securities becoming available for subscription or purchase by persons
other than those receiving such offer or invitation. Notwithstanding the foregoing, in no event shall the Offer be made directly
or indirectly, in any circumstances which would constitute an offer to the public in India within the meaning of any applicable
law or regulation.


 


Any
Offer of Securities to a person in India shall be made subject to compliance with all applicable Indian laws including, without
limitation, the Foreign Exchange Management Act, 1999, as amended, and any guidelines, rules, regulations, circulars or notifications
issued by the Reserve Bank of India, the Securities and Exchange Board of India and any other Indian regulatory authority.


 






    38


     


    

 


Each
investor in the Securities acknowledges, represents and agrees that it is eligible to invest in the Company and the Securities
under applicable laws and regulations in India and that it is not prohibited or debarred under any law or regulation from acquiring,
owning or selling the Securities.]


 


[Indonesia: 


The
Options do not constitute an offer or sale of securities in Indonesia and are being granted to fewer than 51 individuals in Indonesia.
For the purposes of calculating the number of individuals, the offer and grant to Indonesian nationals outside of Indonesia shall
be considered a grant in Indonesia.]


 


[Korea
(South): 


Notwithstanding
anything set forth in the Allocation Agreement, the Option is granted by the Corporation, not your employer.]


 


[Norway: 


This
offer is being made to the Qualified Person as part of the Plan in order to provide an additional incentive and to encourage employee
share ownership and to increase the Qualified Person’s interest in the success of the Corporation. The company offering
these rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The shares which are the subject of these rights
are new and/or existing shares of common stock in the Corporation. More information in relation to the Corporation including the
share price can be found at the following web address: www.sony.com.





Details
of the offer can be found in the Allocation Agreement.





The
obligation to publish a prospectus does not apply because of Article 7-1 of the Norwegian Securities Trading Act (which implements
Article 1(4)(i) of the EU Prospectus Regulation). The total maximum number of shares which are the subject of this offer is 2,432,000.]


 


[Singapore: 


The
Qualified Person acknowledges that this document has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription
or purchase of the Options may not be circulated or distributed, nor may the Options be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to,
and in accordance with the conditions of, an exemption under any provision (other than Section 280) of Subdivision (4) of Division
1 of Part XIII of the Securities and Futures Act, Chapter 289 of Singapore.


 


The
shares of common stock are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notices SFA 04-N12 and FAA-N16).]


 


[Taiwan: 


The
following wording is made a part of the Allocation Agreement:





The
grant of the Option has not been and will not be registered with the Financial Supervisory Commission of R.O.C. (Taiwan) pursuant
to relevant securities laws and regulations. The shares obtained under the Plan may not be offered or sold within Taiwan (R.O.C.)
through a public offering or in circumstance which constitute an offer within the meaning of the Securities and Exchange Act of
Taiwan (R.O.C.) that requires a registration or approval of the Financial Supervisory Commission of R.O.C. (Taiwan) or is prohibited
under the applicable laws of Taiwan (R.O.C.).]


 






    39


     


    

 


[United
Kingdom: 


This
offer is being made to the Qualified Person as part of the Plan in order to provide an additional incentive and to encourage employee
share ownership and to increase Qualified Person’s interest in the success of the Corporation. The company offering these
rights is Sony Group Corporation, 7-1, Konan 1-chome, Minato-ku, Tokyo. The shares which are the subject of these rights are new
and/or existing shares of common stock in the Corporation. More information in relation to the Corporation including the share
price can be found at the following web address: www.sony.com.







Details
of the offer can be found in the Allocation Agreement. 


The
obligation to publish a prospectus does not apply because of Section 86(1)(aa) of the Financial Services and Markets Act 2000
(as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European
Union). The total maximum number of shares which are the subject of this offer is 2,432,000.]


 



    40