Sony Group Corporation S-8


 


Exhibit 4.3 


 





Allotment
Agreement for Shares of Restricted Stock


 


Sony
Group Corporation (the “Corporation”) and [the name of person to whom shares will be granted] (the “Qualified
Person”) enter into this Allotment Agreement for Shares of Restricted Stock (this “Agreement”) as of July
19, 2021, as follows, in connection with (i) the allotment of the shares of common stock of the Corporation to be granted
to the Qualified Person by the Corporation pursuant to the decision of the Representative Corporate Executive Officer of the Corporation
made on June 30, 2021, which is based on the delegation by the Board of Directors of the Corporation, and (ii) the management
of the account for such shares treated as restricted stock. This Agreement, including Exhibit 1 and Exhibit 2, shall also function
as the notification set forth in Article 203, Paragraph 1 of the Companies Act, the application set forth in Article 203, Paragraph
2 of the Companies Act and the notification set forth in Article 204, Paragraph 3 of the Companies Act. This Agreement does not
create a contract or guarantee of continued employment, nor does it form part of the employment agreement, if any, between the
Corporation and the Qualified Person.


 


Article
1      (Purpose of this Agreement)


 


The
purpose of granting shares of common stock of the Corporation to the Qualified Person pursuant to this Agreement as part of the
restricted stock compensation plan of the Corporation is to (i) further promote shared values between the shareholders, on the
one hand, and the executives (including the Qualified Person), on the other hand, and (ii) give an incentive to such executives
to enhance the mid- to long-term business performance of the Corporation and its corporate value.


 


Article
2      (Disposal of Treasury Shares)


 


		1.	The
Corporation shall grant 298,700 shares of common stock of the Corporation by the disposal of treasury shares (the “Disposal
of Treasury Shares”) in accordance with the following terms, and the Qualified Person shall subscribe for [●] shares
(the “Shares”; and the number of the Shares shall be hereinafter referred to as the “Number of Shares”)
out of the said shares.



 


		(1)	Class
                                         and number of the total shares which the Corporation shall grant to all Qualified Persons
                                         (the “Offered Shares”)





298,700
shares of common stock of the Corporation


 


		(2)	Method
                                         of allotment of Offered Shares





Allotment
of shares as restricted stock


 


		(3)	Amount
                                         to be paid for each Offered Share





11,000
yen per share


 


		(4)	Total
                                         amount to be paid for Offered Shares





3,285,700,000
yen


 


		(5)	Substance
                                         and value of the investment assets that will be contributed in kind





Monetary
compensation receivables payable by the Corporation that will be granted to the Corporate Executive Officers of the Corporation:
1,452,000,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares, per share:
11,000 yen), monetary compensation receivables payable by the Corporation that will be granted to the Non-Executive Directors
of the Corporation: 99,000,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares,
per share: 11,000 yen), monetary compensation receivables payable by the Corporation that will be granted to the Executives of
the Corporation: 1,210,000,000 yen (the amount of monetary compensation receivables that will be contributed for the Offered Shares,
per share: 11,000 yen) and monetary compensation receivables payable by subsidiaries of the Corporation that will be granted to
Executives of such subsidiaries (the Corporation will assume such subsidiaries’ debt obligation owed to such Executives
in relation to such monetary compensation receivables): 524,700,000 yen (the amount of monetary compensation receivables that
will be contributed for the Offered Shares, per share: 11,000 yen)


 






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		(6)	Payment
                                         date





July
20, 2021 (the “Payment Date”)


 


		2.	The
                                         Qualified Person hereby agrees to immediately pay, on the Payment Date, the monetary
                                         compensation receivables to the Corporation in the amount obtained by multiplying (i)
                                         the Number of Shares to be subscribed for by the Qualified Person pursuant to the main
                                         clause of the preceding Paragraph by (ii) the amount of monetary compensation receivables
                                         that will be contributed per share for the Offered Shares, which is set forth in Item
                                         (5) of the preceding Paragraph; and the Corporation hereby approves payment by way of
                                         such contribution.



 


Article
3      (Restriction on Transfer of the Shares)


 


		1.	Except
                                         as otherwise provided in Article 5 or Article 8, during the period from the Payment Date
                                         to July 1, 2024 (the “Transfer Restriction Period”), the Qualified Person
                                         shall not transfer, create any security interest on or otherwise dispose of the Shares
                                         (the “Transfer Restriction”). For the avoidance of doubt, in no case shall
                                         a person’s receipt of the Shares by bequest or inheritance violate this Article.



 


		2.	In
                                         order to ensure compliance with the Transfer Restriction, during the Transfer Restriction
                                         Period (subject to Article 5 or Article 8), (i) the Shares granted to the Qualified Person
                                         will be managed by The Bank of Tokyo-Mitsubishi UFJ, Ltd. using a dedicated account for
                                         the Shares (the “Account for Shares”) in the name of Citibank, NA. (“Citibank”),
                                         which is set forth in Exhibit 2, and (ii) ADRs (as defined in Article 19, Paragraph 1)
                                         will be managed by Citibank. In connection with the aforesaid management of ADRs, the
                                         Corporation has entered into that certain Amended and Restated Deposit Agreement, dated
                                         as of October 15, 2014, as amended and supplemented from time to time, by and among the
                                         Corporation, Citibank, and all holders and beneficial owners of American Depository Shares
                                         thereunder, and has entered into that certain Sony Corporation Restricted ADS Agreement,
                                         dated as of July 17, 2017, as amended and supplemented from time to time, by and between
                                         the Corporation and Citibank (collectively, the “Management Agreements”).
                                         The Qualified Person’s acceptance of the Shares shall constitute his or her acceptance
                                         of all terms and conditions of the Management Agreements as they apply to the Shares
                                         and, as applicable, ADRs.



 


		3.	The
                                         Qualified Person shall receive the book-entry transfer of the Shares into the Account
                                         for Shares.



 






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Article
4      (Treatment of Shareholders’ Rights)


 


		1.	The
Qualified Person may exercise voting rights pertaining to the Shares and has the right to receive dividends of surplus pertaining
to the Shares at all times, including during the Transfer Restriction Period.



 


		2.	The
                                         Qualified Person shall not exercise, with respect to the Shares, appraisal rights (i.e.,
                                         the right under which shareholders may request the company to purchase the shares held
                                         by such shareholders at a fair price, which is set forth in Article 116, Article 182-4,
                                         Article 192, Article 469, Article 785, Article 797, Article 806 and Article 816-6 of
                                         the Companies Act) or any other minority shareholders’ rights (including, but not
                                         limited to, the rights set forth in Article 206-2, Paragraph 4, Article 244-2, Paragraph
                                         5, Article 297, Article 303, Paragraph 2, Article 305, Article 306, Article 358, Article
                                         426, Paragraph 7, Article 433, Article 479, Paragraph 2, Article 796, Paragraph 3, Article
                                         833, Article 847-3 and Article 854 of the Companies Act) against the Corporation for
                                         any reason until the Transfer Restriction is removed.



 


Article
5      (Removal of the Transfer Restriction)


 


		1.	The
                                         Corporation shall remove, as of the expiration of the Transfer Restriction Period, the
                                         Transfer Restriction on all of the Shares held by the Qualified Person, on the condition
                                         that the Qualified Person has, throughout the Transfer Restriction Period, held one or
                                         more of his or her positions, as applicable, as a Director, a Corporate Executive Officer
                                         or any other officer at, or continued to be an employee of, the Corporation or a Related
                                         Company of the Corporation (a “Related Company” means a “subsidiary
                                         (kogaisha)” as defined in Article 8, Paragraph 3 of the Ordinance on the
                                         Terminology, Forms and Preparation Methods of Financial Statements, etc. or an “affiliated
                                         company (kanren kaisha)” as defined in Paragraph 5 of such Article; and
                                         together with the Corporation, the “Group Companies”).



 


		2.	Notwithstanding
                                         the provisions of the preceding Paragraph, if, during the Transfer Restriction Period,
                                         the Qualified Person ceases to hold all the positions that he or she holds as a Director,
                                         a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases
                                         to be an employee of, the Group Companies due to his or her death or any other justifiable
                                         reason that is approved by the Corporation, the timing of the removal of the Transfer
                                         Restriction and the number of Shares for which the Transfer Restriction will be removed
                                         shall be as set forth below.



 


		(1)	In
                                         the case that the Qualified Person ceases to hold all the positions that he or she holds
                                         as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable,
                                         ceases to be an employee of, the Group Companies due to the Qualified Person’s
                                         death:



 


		(a)	Timing
                                         of the removal of the Transfer Restriction



 


The
later of: (A) the date of the decision by the Corporation regarding the handling of the Qualified Person’s Shares upon his
or her ceasing to hold all the positions that he or she holds as a Director, a Corporate Executive Officer and/or any other officer
at, and, if applicable, ceasing to be an employee of, the Group Companies due to the Qualified Person’s death; and (B) the
date that notice is made pursuant to Article 11, Paragraph 1.


 






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		(b)	Number
                                         of Shares for which the Transfer Restriction will be removed



 


The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent, and if Article 7, Paragraph
3, Item (8) applies to the Qualified Person, the number of Shares will be zero (0).


 


		(i)	the
                                         Number of Shares held by the Qualified Person as of his or her death.



 


		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Payment Date to (y) the month including the date of the Qualified Person’s
                                         death by (B) 36.



 


		(2)	In
                                         the case that the Qualified Person ceases to hold all the positions that he or she holds
                                         as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable,
                                         ceases to be an employee of, the Group Companies due to any other justifiable reason
                                         that is approved by of the Corporation, other than in the case of the preceding Item:



 


		(a)	Timing
                                         of the removal of the Transfer Restriction



 


As
of the first day of the month following the month in which the Qualified Person ceases to hold all the positions that he or she
holds as a Director, a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases to be an employee of,
the Group Companies (provided, however, that the Corporation may adjust the date of the removal of the Transfer Restriction within
a reasonable extent from the perspective of administrative procedures for the removal of the Transfer Restriction).


 


		(b)	Number
                                         of Shares for which the Transfer Restriction will be removed



 


The
number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below (any fractional
unit (where one unit equals 100 shares) shall be rounded down to the nearest unit (100 shares)); however, the Corporation may
adjust the number of Shares for which the Transfer Restriction will be removed within a reasonable extent.


 


		(i)	the
                                         Number of Shares held by the Qualified Person as of ceasing to hold all positions that
                                         he or she holds as a Director, a Corporate Executive Officer and/or any other officer
                                         at, and, if applicable, ceasing to be an employee of, the Group Companies.



 


		(ii)	the
                                         amount obtained by dividing (A) the number of months in the period from (x) the month
                                         including the Payment Date to (y) the month including the date that the Qualified Person
                                         ceases to hold all the positions that he or she holds as a Director, a Corporate Executive
                                         Officer and/or any other officer at, and, if applicable, ceases to be an employee of,
                                         the Group Companies by (B) 36.



 


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


 


		1.	The
                                         Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
                                         for which the Transfer Restriction is removed in accordance with the preceding Article
                                         or Article 8, Paragraph 1, comply with the Financial Instruments and Exchange Act and
                                         any other applicable laws and regulations (including, but not limited to, the applicable
                                         U.S. laws and regulations) and the Corporation’s regulations for the prevention
                                         of insider trading.



 


		2.	The
                                         Qualified Person shall, in the Disposal of Treasury Shares and in selling the Shares
                                         for which the Transfer Restriction is removed in accordance with the preceding Article
                                         or Article 8, Paragraph 1, confirm in advance with the Legal Division of the Corporation
                                         (or any other department of the Corporation in charge of such matters at the time), whether
                                         there is any violation of Article 166 and/or Article 167 (provisions relating to insider
                                         trading) of the Financial Instruments and Exchange Act.



 






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		3.	In
addition to the provisions of the preceding two (2) Paragraphs, the Qualified Person shall comply with the Companies Act, the
Financial Instruments and Exchange Act and other applicable laws and regulations, and the internal regulations, etc. of the company
to which the Qualified Person belongs, in connection with the holding, sale and other disposition of the Shares.



 


Article
7      (Events of Acquisition without any Consideration to, or Consent of, the Qualified Person)


 


		1.	The
Corporation shall acquire, without any consideration to, or consent of, the Qualified Person, all of the Shares held by the Qualified
Person that are not subject to the removal of the Transfer Restriction as of the expiration of the Transfer Restriction Period.



 


		2.	If
                                         the Transfer Restriction on any portion of the Shares is removed pursuant to Article
                                         5, Paragraph 2, the Corporation shall automatically acquire at the same time the Transfer
                                         Restriction is removed and without any consideration to, or consent of, the Qualified
                                         Person, that portion of the Shares held by the Qualified Person for which the Transfer
                                         Restriction has not been removed.



 


		3.	If
any of the following events occurs with respect to the Qualified Person during the Transfer Restriction Period, the Corporation
shall acquire all of the Shares at the same time that such event occurs and without any consideration to, or consent of, the Qualified
Person. If time is required to determine whether any of the following events has occurred with respect to the Qualified Person
during the Transfer Restriction Period, the Transfer Restriction shall not be removed under Article 5, Paragraph 1 and Paragraph
2 until the Corporation has reasonably determined that none of the following events has occurred with respect to the Qualified
Person.



 


		(1)	The
                                         Qualified Person is subject to imprisonment or other serious criminal penalty;



 


		(2)	A
                                         petition for the commencement of bankruptcy proceedings, the commencement of civil rehabilitation
                                         proceedings or the commencement of any other similar proceedings is filed against the
                                         Qualified Person;



 


		(3)	A
                                         petition seeking an attachment, a provisional attachment, a provisional disposition,
                                         a compulsory execution or a public auction is filed against the Qualified Person, or
                                         the Qualified Person receives a penalty for any default on the payment of taxes or other
                                         public dues;



 


		(4)	The
                                         Qualified Person ceases to hold all the positions that he or she holds as a Director,
                                         a Corporate Executive Officer and/or any other officer at, and, if applicable, ceases
                                         to be an employee of, the Group Companies (except for cases where the Qualified Person
                                         ceases to hold all such positions due to his or her death or any other justifiable reason
                                         that is approved by the Corporation);



 


		(5)	In
                                         the event that the Corporation deems that the Qualified Person has (a) violated the Sony
                                         Group Code of Conduct of Conduct or any other written policy of the Group Companies applicable
                                         to the Qualified Person, or has otherwise breached a duty of loyalty owed by the Qualified
                                         Person to the Group Companies, (b) breached the terms of any engagement or employment
                                         agreement with the Group Companies applicable to the Qualified Person or (c) taken or
                                         failed to take any action that would constitute “cause” as defined in such
                                         agreement applicable to the Qualified Person;



 


		(6)	The
                                         Corporation determines that the Qualified Person is in violation of the provisions of
                                         this Agreement or the Detailed Regulations (as defined in Article 14, Paragraph 1; the
                                         same shall apply hereinafter);



 






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		(7)	The
                                         Qualified Person assumes the position of an officer, employee or consultant of, or other
                                         similar service-provider to, a company that is deemed by the Corporation to have a competitive
                                         relationship with the Group Companies (except for cases where the Qualified Person obtains
                                         the prior written approval of the Corporation); or



 


		(8)	One
                                         (1) month has passed after the Qualified Person’s death without any notification
                                         and notice being made or given to the Corporation pursuant to Article 11, Paragraph 1
                                         by the Qualified Person’s spouse, estate or by a person who has acquired the right
                                         to the Shares by bequest or inheritance (who shall be referred to collectively throughout
                                         this Agreement as the Qualified Person’s “heir(s)”).



 


Article
8       (Treatment of Shares in Case of Organizational Restructuring)


 


		1.	During
the Transfer Restriction Period, if any of the matters set forth in the following Items is approved at a General Meeting of Shareholders
of the Corporation (provided, however, that if an approval at a General Meeting of Shareholders of the Corporation is not required,
then the approval by the Representative Corporate Executive Officer of the Corporation) (provided, further, that it shall be limited
to the case where the date prescribed in each Item below (the “Organizational Restructuring Effective Date”) is prior
to the expiration of the Transfer Restriction Period), pursuant to the decision of the Representative Corporate Executive Officer
of the Corporation, the Transfer Restriction shall be removed at the time immediately prior to the business day preceding the
Organizational Restructuring Effective Date, with respect to such number of Shares as calculated based on Paragraph 2 (the “Number
of Shares Subject to Removal Pursuant to Organizational Restructuring”), in respect of those Shares held by the Qualified
Person as of the date of the relevant approval (the “Organizational Restructuring Approval Date”).



 


		(1)	Merger
                                         agreement under which the Corporation will become the dissolving company: the effective
                                         date of the merger;



 


		(2)	Absorption-type
                                         company split agreement or incorporation-type company split plan under which the Corporation
                                         will become the splitting company (limited to the case where, as of the effective date
                                         of the company split, the Corporation delivers to the shareholders of the Corporation
                                         all or a part of the consideration for the split that is to be paid in the relevant company
                                         split): the effective date of the company split;



 


		(3)	Share
                                         exchange agreement or share transfer plan under which the Corporation will become a wholly
                                         owned subsidiary: the effective date of the share exchange or share transfer;



 


		(4)	Share
                                         consolidation (limited to the case where the relevant share consolidation results in
                                         the Qualified Person holding only a fractional share of less than one (1) share): the
                                         effective date of the share consolidation;



 


		(5)	Acquisition
                                         of all shares of common stock of the Corporation, to be conducted by attaching the class-wide
                                         call clause set forth in Article 108, Paragraph 1, Item 7 of the Companies Act to the
                                         shares of common stock of the Corporation: the acquisition date that is prescribed in
                                         Article 171, Paragraph 1, Item 3 of the Companies Act; and



 


		(6)	Demand
                                         for share cash-out with respect to the shares of common stock of the Corporation (meaning
                                         the demand for share cash-out set forth in Article 179, Paragraph 2 of the Companies
                                         Act): the acquisition date that is prescribed in Article 179-2, Paragraph 1, Item 5 of
                                         the Companies Act.



 






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		2.	The
                                         Number of Shares Subject to Removal Pursuant to Organizational Restructuring shall be
                                         the number set forth in the following Item (1) multiplied by the number set forth in
                                         the following Item (2) (any fractional unit (where one unit equals 100 shares) shall
                                         be rounded down to the nearest unit (100 shares)); however, the Corporation may adjust
                                         the Number of Shares Subject to Removal Pursuant to Organizational Restructuring within
                                         a reasonable extent.



 


		(1)	The
                                         Number of Shares held by the Qualified Person as of the Organizational Restructuring
                                         Approval Date.



 


		(2)	The
                                         number of months in the period from (i) the month including the Payment Date to (ii)
                                         the month including the Organizational Restructuring Approval Date, divided by 36.



 


		3.	In
                                         the case provided in Paragraph 1, the Corporation shall acquire, without any consideration
                                         to, or consent of, the Qualified Person, all of the Shares that are held by the Qualified
                                         Person and in respect of which the Transfer Restriction has not been removed as of the
                                         business day preceding the Organizational Restructuring Effective Date.



 


Article
9      (Waiver of Right to Make Claim for Damages)


 


The
Qualified Person shall not, for whatever reason, pursue any responsibility of the Corporation and the directors and officers of
the Corporation in relation to the Shares, including loss compensation, the addition of profits or claims for damages.


 


Article
10      (Notifications of Address and Contact Address in Japan, Etc.)


 


		1.	During
                                         the Transfer Restriction Period, if the Qualified Person moves from the address of the
                                         Qualified Person set forth on the signature page at the end of this Agreement, the Qualified
                                         Person must notify the Corporation, in the manner provided in Article 12, Paragraph 2,
                                         of the post-move address. In addition, the Qualified Person must give notice to the Corporation
                                         of other matters which the Corporation judges to be necessary in connection with the
                                         Shares, and in respect of which the Corporation requests the Qualified Person to give
                                         notice.



 


		2.	If
                                         the Qualified Person fails to make the notification in the preceding Paragraph, the last
                                         address that the Qualified Person has notified to the Corporation (if there has been
                                         no such notification by the Qualified Person, the address of the Qualified Person set
                                         forth on the signature page at the end of this Agreement) shall be deemed to be the address
                                         of the Qualified Person.



 


Article
11      (Treatment in Case of Death of Qualified Person)


 


		1.	In
the case that the Qualified Person dies during the Transfer Restriction Period, the heir(s) of such Qualified Person must notify
the Corporation, in the manner provided in Article 12, Paragraph 2, of the name(s) and address(es) of such heir(s) immediately
after the death of the Qualified Person. In addition, the heir(s) of the Qualified Person must give notice to the Corporation
of other matters which the Corporation judges to be necessary in connection with the Shares, and in respect of which the Corporation
requests the heir(s) of the Qualified Person to give notice.



 


		2.	If
the heir(s) of the Qualified Person fail(s) to make the notifications in the preceding Paragraph, the last address in respect
of which the Qualified Person made the notification to the Corporation in Paragraph 1 of the preceding article (if there has been
no such notification by the Qualified Person, the address of the Qualified Person set forth on the signature page at the end of
this Agreement) shall be deemed to be the address of the heir(s) of the Qualified Person.



 






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		3.	The
heir(s) of the Qualified Person must comply with this Agreement, the Detailed Regulations and other provisions concerning the
Shares.



 


Article
12      (Method of Indication of Intention and Notice)


 


		1.	All
indications of intention and notices given by the Corporation to the Qualified Person (including the heir(s) of the Qualified
Person) under this Agreement and the Detailed Regulations shall be made in any of the following manners (provided, however, that
all indications of intention and notices given by the Corporation to the heir(s) of the Qualified Person under this Agreement
and the Detailed Regulations shall be made by the manner of Item (1) if such heir(s) of the Qualified Person is/are not employed
by or affiliated with the Group Companies.):



 


		(1)	Delivery
                                         of documents to the address of the Qualified Person (including the heir(s) of the Qualified
                                         Person) set forth on the signature page at the end of this Agreement or, if there have
                                         been any changes thereto, to the address(es) set forth in Article 10 or Article 11;



 


		(2)	Delivery
                                         of documents to the Qualified Person (including the heir(s) of the Qualified Person)
                                         at his or her department in the Group Companies or delivery by e-mail to the e-mail address
                                         of the Qualified Person (including the heir(s) of the Qualified Person) at the Group
                                         Companies; or



 


		(3)	Giving
                                         notice on a web site of the Group Companies.



 


		2.	All
                                         indications of intention and notices given by the Qualified Person (including the heir(s)
                                         of the Qualified Person) to the Corporation under this Agreement and the Detailed Regulations
                                         shall be made in writing to the Group HR Department of the Corporation or otherwise made
                                         in the manner designated by the Corporation.



 


Article
13      (Treatment of Personal Information)


 


The
Corporation may use the personal information of the Qualified Person and the heir(s) of the Qualified Person that it has obtained
from the Qualified Person and the heir(s) of the Qualified Person, for the preparation and administration of the shareholder registry
as provided in the Companies Act, the preparation of various reporting documents addressed to the Qualified Person and/or the
heir(s) of the Qualified Person, and otherwise conducting the procedures necessary for the implementation of this Agreement and
the Detailed Regulations. Further, the Qualified Person and the heir(s) of the Qualified Person acknowledge and understand that
the Corporation may entrust these tasks to third party service providers acting as broker/dealers and/or record keepers, securities
companies and the share registry administrator (the “Contractors”), and accordingly the Corporation shall provide
the Contractors with personal information held by the Corporation in respect of the Qualified Person and the heir(s) of the Qualified
Person and the Contractors shall use such information, for the purpose of administering the restricted stock compensation plan
of the Corporation. The information provided in this Article 13 is supplemental to the information set out in your Corporation’s
employee privacy policy as in effect from time to time.


 






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Article
14      (Right to Establish Detailed Regulations)


 


		1.	For
the purpose of stipulating matters concerning the implementation of this Agreement and any other details of the restricted stock
compensation plan, the Corporation may establish, amend and abolish the “Detailed Regulations for Restricted Stock Compensation”
(the “Detailed Regulations”), and the Qualified Person shall comply with the Detailed Regulations, as amended. Any
establishment, amendment or abolishment of the Detailed Regulations shall be conducted by way of a decision by the Corporation.



 


		2.	If
                                         the Corporation establishes, amends or abolishes the Detailed Regulations in accordance
                                         with the preceding Paragraph, the Corporation must immediately notify the Qualified Person
                                         thereof.



 


		3.	Notwithstanding
                                         the provisions of Article 12, the notification in the preceding Paragraph may be conducted
                                         by the Corporation by transmitting the communication documents to the Corporation’s
                                         internal homepage and posting the required matters thereon (provided, however, that this
                                         Paragraph shall not apply to the heir(s) of the Qualified Person who is not employed
                                         by or affiliated with the Group Companies.).



 


Article
15      (Amendment of 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 relevant laws or regulations, or if this Agreement ceases to be in compliance therewith
as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, by giving
notice to the Qualified Person, prescribe, amend or abolish any necessary provisions.



 


		2.	In
                                         addition to the case described in the preceding Paragraph, when the Corporation finds
                                         it necessary, the Corporation may propose an amendment to this Agreement to the Qualified
                                         Person.



 


		3.	If,
                                         within two (2) weeks after the Qualified Person receives the proposal mentioned in the
                                         preceding Paragraph, the Qualified Person does not make any objection to the Corporation
                                         in writing together with justifiable reasons, this Agreement shall be deemed to have
                                         been amended in accordance with the proposal made by the Corporation.



 


		4.	In
                                         addition to the cases provided in each of the preceding Paragraphs, this Agreement may
                                         be amended through an agreement made by and between the Corporation and the Qualified
                                         Person.



 


Article
16      (Tax Treatment)


 


		1.	The
Qualified Person shall pay, at his or her own expense, any income tax imposed on him/her and any other taxes and governmental
charges as well as costs, which arise as a result of the Disposal of Treasury Shares, the holding of the Shares, the removal of
the Transfer Restrictions of the Shares, or the disposal, etc. of the Shares, including the sale thereof.



 


		2.	If
                                         the Corporation has a statutory withholding obligation in connection with the procedure
                                         set forth in the preceding Paragraph, the Qualified Person shall, upon demand by the
                                         Corporation, transfer an amount equal to the amount of the withholding tax to the bank
                                         account designated by the Corporation and by the date designated by the Corporation.



 


Article
17      (Treatment in Cases of Stock Split, Share Consolidation, Etc.)


 


During
the Transfer Restriction Period, if, due to the Qualified Person’s holding of the Shares, the Qualified Person acquires
shares of the Corporation for no consideration or the number of shares held by the Qualified Person increases (including the case
where, during the Transfer Restriction Period, the Corporation conducts a stock split or a free share distribution in relation
to the shares of common stock of the Corporation), the provisions of this Agreement shall also apply to such shares. The same
shall apply, with respect to shares resulting from consolidation, if the Corporation conducts a share consolidation in relation
to the shares of common stock of the Corporation during the Transfer Restriction Period. In the foregoing cases, the provisions
of this Agreement shall apply by reasonably replacing words, pursuant to the judgment of the Corporation.


 






     9


     


    

 


Article
18      (Treatment in Cases of Acquisitions of Shares without any Consideration to, or Consent of, the Qualified Person)


 


		1.	If
the Corporation removes the Transfer Restriction or conducts an acquisition without any consideration to, or consent of, the Qualified
Person pursuant to the provisions of this Agreement, the Corporation shall provide the Qualified Person with written notice in
advance in the form set forth in Exhibit 3 in respect of (i) the date on which the Transfer Restriction will be removed and the
number of shares for which the Transfer Restriction will be removed or (ii) the date on which the acquisition without any consideration
to, or consent of, the Qualified Person will be conducted and the number of shares to be acquired without any consideration to,
or consent of, the Qualified Person by the Corporation.



 


		2.	If
the Corporation performs the procedures in relation to the Shares pursuant to the provisions of this Agreement, the Corporation
may, at its own discretion and on behalf of and in the name of the Qualified Person, perform the procedures required by laws and
ordinances or regulations pursuant to the provisions of this Agreement, including, but not limited to, making book-entries for
the book-entry transfer that shall be implemented under the Act on Book Entry of Corporate Bonds and Shares, and the Qualified
Person shall not raise any objections thereto.



 


Article
19      (Issuance of American Depositary Receipts)


 


		1.	As
                                         long as the Corporation maintains the listing of American Depositary Receipts (“ADRs”),
                                         which represent shares of common stock of the Corporation in the United States, on a
                                         stock exchange in the United States, the Qualified Person agrees to generally receive
                                         ADRs in lieu of the Shares.



 


		2.	The
                                         Transfer Restriction shall apply equally to ADRs issued in lieu of Shares for all purposes
                                         hereunder. In addition, the term “Shares” shall also be deemed to include
                                         “ADRs” for all purposes hereunder except with respect to Article 3 in this
                                         Agreement or unless the context otherwise requires in this Agreement. In respect of ADRs,
                                         any removal of such Transfer Restriction or any acquisition without any consideration
                                         to, or consent of, the Qualified Person of ADRs shall be conducted in accordance with
                                         the provisions concerning the Transfer Restriction and the acquisition without any consideration
                                         to, or consent of, the Qualified Person of the Shares under this Agreement, and in the
                                         same manner as those conducted in respect of the Shares.



 


		3.	If
                                         the Corporation determines to delist ADRs from a stock exchange in the United States,
                                         the Corporation may acquire, without any consideration to, or consent of, the Qualified
                                         Person, all of the ADRs in respect of which the Transfer Restriction has not been removed
                                         as of the date on which such determination is made, and deliver to the Qualified Person
                                         the Shares which are represented by ADRs acquired and on which the Transfer Restriction
                                         is imposed, and the Qualified Person shall not raise any objections to such handling.



 






     10


     


    

 


Article
20      (Treatment of Matters Not Provided for in this Agreement)


 


The
Qualified Person shall comply with this Agreement including the additional terms provided in Exhibit 4, the Detailed Regulations
and other provisions concerning the Shares. With respect to matters that are not provided for in this Agreement, 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 establish an agreement, such matters shall be
reasonably decided by the Corporation.


 


Article
21      (Governing Law)


 


This
Agreement, the Detailed Regulations and other provisions concerning the Shares shall be governed by and construed in accordance
with the laws of Japan.


 


Article
22      (Jurisdiction)


 


The
Corporation and the Qualified Person agree that the Tokyo District Court shall have exclusive jurisdiction in the first instance
over any and all disputes that may arise in relation to this Agreement, the Detailed Regulations and other provisions concerning
the Shares.


 


IN
WITNESS WHEREOF, by signing or affixing their seals thereto, the Corporation and the Qualified Person have caused this Agreement
to be executed in duplicate and each party shall retain one (1) original.


 


July
19, 2021


 





	(Corporation)	Address:	1-7-1 Konan, Minato-ku, Tokyo
	 	Name:	Sony Group Corporation
	 	 	Representative
    Corporate Executive Officer
	 	 	Kenichiro Yoshida
	 	 	 
	(Qualified Person)	Address:	[Address of the Qualified Person]
	 	Name:	[Name of the Qualified Person]







 




     11


     


    

Exhibit
1 Matters to be notified pursuant to Article 203, Paragraph 1 of the Companies Act


 


		(1)	Trade
                                         name:

                                            Sony Group Corporation



 


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

                                            3,600,000,000 shares



 


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

                                            100 shares



 


		(4)	Details
                                         of the offer:

                                            As described in each Item of Article 2, Paragraph 1 of this Agreement



 


		(5)	Shareholder
                                         Registry Administrator:



 


		(i)	Name: 	Mitsubishi UFJ Trust and Banking Corporation



 


		(ii)	Address: 	4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo



 


		(iii)	Business office: 	Mitsubishi UFJ Trust and Banking Corporation

Corporate Agency Division

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



 


		(6)	Indication
                                         pursuant to Article 150, Paragraph 2 of the Act on Book Entry of Corporate Bonds and
                                         Shares



 


As
the shares of common stock of the Corporation are book-entry transfer shares, the provisions of the Act on Book Entry of Corporate
Bonds and Shares shall apply to the shares of common stock of the Corporation.


 




     12


     


    

Exhibit
2    Account for Shares





[●]


 




     13


     


    

Exhibit
3


 


 Notice




 


[MM
DD], [YYYY]


 


To
[Name of the Qualified Person]


 


	 	1-7-1 Konan,
    Minato-ku, Tokyo
	 	Sony Group
    Corporation	 
	 	Representative Corporate
    Executive Officer	 
	 	Kenichiro Yoshida	 







 


Pursuant
to Article 18, Paragraph 1 of the Allotment Agreement for Shares of Restricted Stock (the “Agreement”) executed by
and between the Corporation and [name of the Qualified Person] (the “Qualified Person”) on [MM DD], 2021, regarding
the shares of restricted stock of the Corporation held by the Qualified Person, the Corporation hereby notifies the Qualified
Person of [the removal of the Transfer Restriction and the number of shares to be acquired without any consideration to, or consent
of, the Qualified Person], as follows. Unless the context otherwise requires, terms used in this Notice that are not otherwise
defined herein shall have the same meanings as those ascribed to them in the Agreement.


 


	[Date
    on which the Transfer Restriction will be removed]	[MM/DD],
    [YY]
	[Number
    of shares for which the Transfer Restriction 

    will be removed]	[●]
    shares



 

	[Date
    on which the acquisition without any consideration to, or consent of, the Qualified Person will be conducted]	[MM/DD],
    [YY]
	[Number
    of shares to be acquired without any consideration to, or consent of, the Qualified Person]	[●]
    shares




     14


     


    

Exhibit
4      Additional terms for Qualified Persons in the U.S.


 


For
purposes of determining any income tax imposed on the Qualified Person, unless otherwise determined by the Corporation, fair market
value shall be (i) the closing price of the Corporation’s American Depositary Receipts on the New York Stock Exchange (“NYSE”)
as of the expiration of the Transfer Restriction Period or (ii) to the extent the expiration of the Transfer Restriction Period
is not a trading day on the NYSE, the closing price of the Corporation’s American Depositary Receipts on the last trading
day immediately preceding the expiration of the Transfer Restriction Period. In the event that the American Depositary Receipts
cease to trade on the NYSE, fair market value shall be as determined by the Corporation in its sole discretion.


 


End
of Document


 








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