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(TRANSLATION)
ARTICLES OF INCORPORATION
SONY CORPORATION
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Enacted: April 19, 1946
Amended: August 3, 1946
November 20, 1946
May 27, 1947
June 30, 1947
November 22, 1947
May 3, 1948
August 30, 1948
March 4, 1950
May 27, 1950
November 25, 1950
June 23, 1951
November 30, 1951
February 10, 1953
June 26, 1954
June 25, 1955
June 25, 1956
December 24, 1956
June 24, 1957
December 25, 1957
December 23, 1958
June 30, 1959
December 26, 1959
June 25, 1960
June 5, 1961
June 29, 1961
December 26, 1961
June 29, 1962
December 27, 1962
December 27, 1966
December 26, 1970
June 29, 1971
June 29, 1972
December 26, 1974
January 30, 1976
January 28, 1982
January 28, 1983
January 30, 1987
June 27, 1991
June 29, 1994
June 27, 1997
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(TRANSLATION)
ARTICLES OF INCORPORATION
OF
SONY CORPORATION
(Sony Kabushiki Kaisha)
CHAPTER I
GENERAL PROVISIONS
ARTICLE 1. (Trade Name)
The name of the Corporation shall be "Sony Kabushiki Kaisha" and in
English translation it shall be "SONY CORPORATION".
ARTICLE 2. (Location of the Head Office)
The head office of the Corporation shall be located at Shinagawa-ku,
Tokyo, Japan.
ARTICLE 3. (Purpose)
The purpose of the Corporation shall be to engage in the following
business activities:
(1) Manufacture and sale of electronic and electrical machines and
equipment;
(2) Manufacture and sale of medical instruments, optical
instruments and other equipment, machines and instruments;
(3) Planning, production and sale of mediums (software programs)
for audio-visual equipment;
(4) Manufacture and sale of metal industrial products, chemical
industrial products and ceramic industrial products;
(5) Manufacture and sale of textile products, paper products and
wood-crafted articles, daily necessities, foodstuffs and toys;
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(6) Manufacture and sale of transportation machines and equipment
and petroleum and coal products;
(7) Real estate activities, construction business, transportation
business and warehousing business;
(8) Publishing business and printing business;
(9) Advertising agency business, insurance agency business,
broadcasting enterprise, recreation business, such as travel,
management of sporting facilities, etc. and other service
enterprises;
(10) Manufacture, sale, export and import of products which are
incidental to or related to those mentioned in the preceding
items;
(11) Rendering of services related to those mentioned in the
preceding items;
(12) Investment in businesses mentioned in the preceding items
operated by other companies or persons; and
(13) All businesses which are incidental to or related to those
mentioned in the preceding items.
ARTICLE 4. (Method of Public Notice)
Public notices of the Corporation shall be given in the Nihon Keizai
Shimbun published in Tokyo.
CHAPTER II
SHARES
ARTICLE 5. (Number of Shares)
The total number of shares authorized to be issued by the Corporation
shall be one billion three hundred and fifty million (1,350,000,000). Provided,
however, if shares are retired, the number of shares equal to the number of the
retired shares shall be reduced from the total number of shares authorized to be
issued by the Corporation.
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ARTICLE 6. (Shares to be Issued)
1. The Corporation may issue either par value shares or non-par value
shares, or both.
2. The amount of each par value share to be issued by the Corporation
shall be fifty yen (50 yen).
3. The Corporation may, by a resolution of the Board of Directors,
convert par value shares to non-par value shares, or non-par value shares to par
value shares.
ARTICLE 7. (Number of Shares Constituting One Unit of Stock)
The number of shares constituting one unit of stock shall be one
hundred (100).
ARTICLE 8. (Transfer Agent)
1. The Corporation shall appoint a transfer agent in respect to shares.
The transfer agent and its handling office shall be decided in accordance with a
resolution of the Board of Directors and the public notice thereof shall be
given.
2. The Corporation's register of shareholders (including the register
of beneficial shareholders; hereinafter the same interpretation being
applicable) shall be kept at the handling office of the transfer agent. The
Corporation shall cause the transfer agent to handle the business pertaining to
shares, such as registration of transfers of shares, entry in the register of
beneficial shareholders, and purchase of shares constituting less than one full
unit, etc. The Corporation itself shall not handle the above matters directly.
ARTICLE 9. (Share Handling Regulations)
The business pertaining to shares of the Corporation, including
denominations of share certificates, registration of transfers of shares, entry
in the register of beneficial shareholders, and purchase of shares constituting
less than one full unit, etc. shall be governed by, in addition to these
Articles of Incorporation, the Share Handling Regulations adopted by the Board
of Directors.
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ARTICLE 10. (Record Date)
1. The Corporation shall deem any shareholder (including beneficial
shareholders; hereinafter the same interpretation being applicable) having
voting rights as appearing on the register of shareholders as of the close of
the last day of each accounting period to be a shareholder who is entitled to
exercise voting rights at the ordinary general meeting of shareholders for that
particular accounting period.
2. In addition to the preceding paragraph, whenever necessary, in
accordance with a resolution of the Board of Directors and upon giving prior
public notice, the Corporation may deem any shareholder or registered pledgee
whose name appears on the register of shareholders as of the close of a
specified date to be the shareholder or the pledgee who is entitled to exercise
the rights of a shareholder or a pledgee.
CHAPTER III
GENERAL MEETINGS OF SHAREHOLDERS
ARTICLE 11. (Convocation)
The ordinary general meeting of shareholders shall be convened within
three months after April 1 of each year, and an extraordinary general meeting of
shareholders may be convened whenever necessary, in any of the Wards of Tokyo by
the director-president in accordance with a resolution of the Board of
Directors. When the director-president is unable to act, another director, who
shall be decided in accordance with an order of priority previously determined
by a resolution of the Board of Directors, shall convene the meeting.
ARTICLE 12. (Chairman)
The director-president of the Corporation shall act as the chairman of
general meetings of shareholders. When the director-president is unable to act,
another director, who shall be decided in accordance with an order of priority
previously determined by a resolution of the Board of Directors, shall act as
the chairman.
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ARTICLE 13. (Method of Adopting Resolutions)
Except as otherwise provided by law or by these Articles of
Incorporation, all resolutions of a general meeting of shareholders shall be
adopted by a majority of votes held by the attending shareholders.
ARTICLE 14. (Exercise of Voting Rights by Proxy)
When a shareholder or its legal representative is not able to attend a
general meeting of shareholders personally, he may entrust his voting rights to
an attending shareholder who has voting rights. However, a document evidencing
the authority of a proxy must be filed with the Corporation.
ARTICLE 15. (Adjournment or Change of Location of the Meeting)
The chairman, in accordance with a resolution adopted at a general
meeting of shareholders, may adjourn, or change the location of the meeting.
ARTICLE 16. (Minutes)
The substance of the proceedings at a general meeting of shareholders and
the results thereof shall be recorded in the minutes, and the chairman and other
directors present shall inscribe their names and affix their seals thereon.
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS
ARTICLE 17. (Election of Directors)
1. Directors shall be elected at the general meetings of shareholders.
2. In order to adopt a resolution for the election of directors, the
attendance of shareholders holding not less than one-third of the total share
with voting rights issued and outstanding shall be required.
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3. With respect to resolutions for the election for directors, no
cumulative voting shall be used.
ARTICLE 18. (Term of Office of Directors)
1. The term of office of a director shall expire at the conclusion of the
ordinary general meeting of shareholders held with respect to the last closing
of accounts within one year after his or her assumption of office.
2. The term of office of a director elected to fill a vacancy or to
increase the number of directors shall be the same as the remaining term of
office of the other directors then in office.
ARTICLE 19. (Representative Directors and Directors with Managerial Positions)
One or more directors who shall represent the Corporation, one
director-president and other directors with managerial positions shall be
appointed by a resolution of the Board of Directors.
ARTICLE 20. (Members of the Board of Directors)
The directors of the Corporation shall constitute the Board of Directors.
ARTICLE 21. (Holding of Meetings of the Board of Directors)
Meetings of the Board of Directors shall be either of ordinary or
extraordinary meetings. Ordinary meetings of the Board of Directors shall be
held once a month, as a general rule, while extraordinary meetings of the Board
of Directors shall be held whenever necessary.
ARTICLE 22. (Notice of Convocation of the Board of Directors)
Notice of a meeting of the Board of Directors, giving the date, location
and agenda, shall be sent to each director and statutory auditor at least five
days prior to the meeting; provided, however, that in case of urgency, such
period may be shortened.
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ARTICLE 23. (Authority of the Board of Directors)
The Board of Directors shall make decisions concerning the affairs of the
Corporation as provided by law and by these Articles of Incorporation, as well
as all other important affairs of the Corporation.
ARTICLE 24. (Method of Adopting Resolutions of the Board of Directors)
Resolutions of the Board of Directors shall be adopted by a majority of
the directors present, which present directors shall constitute in number a
majority of the total number of directors.
ARTICLE 25. (Minutes of the Board of Directors)
The substance of proceedings of a meeting of the Board of Directors and
the results thereof shall be recorded in the minutes, and the attending
directors and statutory auditors shall inscribe their names and affix their
seals thereon.
CHAPTER V
STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS
ARTICLE 26. (Election of Statutory Auditors)
1. Statutory auditors shall be elected at the general meetings of
shareholders.
2. In order to adopt a resolution for the election of statutory auditors,
the attendance of shareholders holding not less than one-third of the total
share with voting rights issued and outstanding shall be required.
ARTICLE 27. (Term of Office of Statutory Auditors)
1. The term of office of a statutory auditor shall expire at the
conclusion of the ordinary general meeting of shareholders held with respect to
the last closing of accounts within three years after his or her assumption of
office.
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2. The term of office of a statutory auditor elected to fill a vacancy
shall be the same as the remaining term of office of his or her predecessor.
ARTICLE 28. (Members of the Board of Statutory Auditors)
All statutory auditors of the Corporation shall constitute the Board of
Statutory Auditors.
ARTICLE 29. (Notice of Convocation of the Board of Statutory Auditors)
Notice of a meeting of the Board of Statutory Auditors, giving the date,
location and agenda, shall be sent to each statutory auditor at least five days
prior to the meeting; provided, however, that in case of urgency, such period
may be shortened.
ARTICLE 30. (Authority of the Board of Statutory Auditors)
The Board of Statutory Auditors shall make decisions concerning the
affairs of the Corporation as provided by law, as well as all other affairs
concerning the execution by statutory auditors of their duties; however, the
Board of Statutory Auditors shall not interfere with the execution by statutory
auditors of their duties.
ARTICLE 31. (Method of Adopting Resolutions of the Board of Statutory
Auditors)
Resolutions of the Board of Statutory Auditors shall be adopted by a
majority of the statutory auditors except as otherwise provided by law.
ARTICLE 32. (Minutes of the Board of Statutory Auditors)
The substance of proceedings of a meeting of the Board of Statutory
Auditors and the results thereof shall be recorded in the minutes, and the
attending statutory auditors shall inscribe their names and affix their seals
thereon.
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CHAPTER VI
ACCOUNTS
ARTICLE 33. (Business Year and Closing of Accounts)
The business year of the Corporation shall commence on April 1 of each
year and shall end on March 31 of the next following year, and the Corporation's
accounts shall be closed at the end of each March 31.
ARTICLE 34. (Dividends)
Dividends shall be paid to shareholders or registered pledgees whose
names appear on the register of shareholders as of the close of the last day of
each accounting period.
ARTICLE 35. (Interim Dividends)
The Corporation may, by a resolution of the Board of Directors, pay to
the shareholders or registered pledgees whose names appear on the register of
shareholders as of the close of each September 30 a cash distribution in
accordance with Article 293-5 of the Commercial Code.
ARTICLE 36. (Expiration Period)
In case a dividend, or a cash distribution pursuant to the provisions of
the preceding Article, shall not be received within three years after the due
date of each payment, the Corporation shall be relieved of the obligation for
the payment thereof. Dividends and cash distributions pursuant to the preceding
Article shall bear no interest.
ARTICLE 37. (Conversion of Convertible Debentures and Dividends)
1. With respect to the calculation of the first dividend to be paid on
shares issued upon conversion of convertible debentures, such conversion shall
be deemed to have occurred at the beginning of the business year in which the
conversion was applied for.
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2. For purposes of applying the preceding paragraph, each cash
distribution pursuant to Article 35 above shall be deemed a dividend, and the
periods from April 1 to September 30 of the same year, and from October 1 to
March 31 of the next following year, shall be deemed business years,
respectively.
CHAPTER VII
MISCELLANEOUS PROVISION
ARTICLE 38. (Transfer Agent with respect to bonds)
The Corporation may appoint a transfer agent or agents with respect to
bonds.
ARTICLE 39. (Retirement of Shares)
On and after June 28, 1997 the Corporation may, by a resolution of the
Board of Directors, purchase shares of the Corporation and retire them with its
profit up to a total not exceeding thirty million (30,000,000) shares when it
determines that such purchase and retirement is particularly necessary taking
into consideration economic conditions, the business performance and financial
condition of the Corporation and other matters.
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