Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on November 22, 2023

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Sony Group Kabushiki Kaisha

(Exact name of Registrant as specified in its charter)

Sony Group Corporation

(Translation of Registrant’s name into English)

Japan		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o 7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan

(Address of principal executive offices)

The Fifth and Sixth Series Restricted Stock Units of Sony Group Corporation

(Full title of the plans)

Sony Corporation of America
25 Madison Avenue, 26th Floor
New York, NY 10010
Attn.: Office of the General Counsel
212-833-5893

(Name, address and telephone number of agent for service)

Copy to:

Michael J. Albano, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently filed or furnished.

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2023 filed by the Registrant with the Commission on June 20, 2023, including the description of the Common Stock of the Registrant contained under the caption “Capital stock” under “Additional Information” in such Annual Report; and

(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since March 31, 2023.

In addition, all of the Registrant’s reports filed with the Commission (with respect to any Form 6-K, only to the extent designated therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the date of this Registration Statement and prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Article 330 and Article 402, Paragraph 3 of the Companies Act of Japan make the provisions of Section 10, Chapter 2, Part III of the Civil Code of Japan applicable to the relationship between the Registrant and its directors and corporate executive officers, respectively.

Section 10, among other things, provides in effect that:

(a) If a director or a corporate executive officer of a company has defrayed any expenses which are considered necessary for the management of the affairs of such company entrusted to him or her, he or she may demand reimbursement therefor from the company;

(b) If a director or a corporate executive officer has assumed an obligation necessary for the management of the affairs entrusted to him or her, he or she may require the company to perform it in his or her place or, if it is not due, to furnish adequate security; and

(c) If a director or a corporate executive officer, without any fault on his or her part, sustains damage through the management of the affairs entrusted to him or her, he or she may demand compensation therefor from the company.

The Company has in place a directors’ and officers’ liability insurance policy, which indemnifies our directors and officers against liability arising from certain acts performed by them in their respective capacities as such.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

4.1 Restricted Stock Unit (RSU) Regulations

4.2 Notice of Granting RSUs

4.3 Articles of Incorporation of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2022 (File No. 001-06439) and incorporated herein by reference)

4.4 Charter of the Board of Directors of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2021 (File No. 001-06439) and incorporated herein by reference)

5.1 Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant, as to the legality of the Common Stock being registered

23.1 Consent of PricewaterhouseCoopers Aarata LLC

23.2 Consent of Nagashima Ohno & Tsunematsu, counsel to the Registrant (included in Exhibit 5.1)

24.1 Power of Attorney (included on signature pages)

107 Calculation of Filing Fee Tables

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Sony Group Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 22nd day of November, 2023.

	SONY GROUP CORPORATION


	By:	/s/ Kazushi Ambe
		Kazushi Ambe Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources, General Affairs, Lead of Group Diversity, Equity & Inclusion, and the Corporate Executive Office Sony Group China Representative

POWER OF ATTORNEY

We, the undersigned directors and officers of Sony Group Corporation (the “Company”), do hereby severally constitute and appoint Kazushi Ambe, Hiroki Totoki and Mark E. Khalil, each our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended (the “Securities Act”) and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement of the Company on Form S-8 including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each hereby ratify and confirm all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities as of the 22nd day of November, 2023.

Name			Title

/s/ Kenichiro Yoshida			Chairman and Chief Executive Officer, Representative Corporate Executive Officer, Member of the Board
Kenichiro Yoshida

/s/ Hiroki Totoki			President, Chief Operating Officer and Chief Financial Officer, Representative Corporate Executive Officer, Member of the Board
Hiroki Totoki

/s/ Yoshihiko Hatanaka			Chairman of the Board
Yoshihiko Hatanaka			Chairman of the Board

/s/ Toshiko Oka			Member of the Board
Toshiko Oka			Member of the Board

/s/ Sakie Akiyama			Member of the Board
Sakie Akiyama			Member of the Board

/s/ Wendy Becker			Member of the Board
Wendy Becker			Member of the Board

/s/ Keiko Kishigami			Member of the Board
Keiko Kishigami			Member of the Board

/s/ Joseph A. Kraft Jr.			Member of the Board
Joseph A. Kraft Jr.			Member of the Board

/s/ Neil Hunt			Member of the Board
Neil Hunt			Member of the Board

/s/ William Morrow			Member of the Board
William Morrow			Member of the Board

/s/ Mark E. Khalil			Senior Vice President, Sony Group Corporation; President, Sony Corporation of America; Authorized Representative
Mark E. Khalil

Sony Group Kabushiki Kaisha S-8

Exhibit 4.1

Restricted Stock Unit (RSU) Regulations

Chapter I General Provisions

Article 1.1 (Purpose)

The purpose of these Regulations (including any Exhibit and Appendix; the same shall apply hereinafter) is for Sony Group Corporation (the “Corporation”) to introduce a stock compensation plan where shares of its common stock (the “Share(s)”) are delivered after vesting and to set out the circumstances under which the Corporation may issue or transfer the Shares (the issue or transfer of the Shares is referred to as “deliver” or “delivery”) to the directors, officers or employees of the Corporation or its subsidiaries as stock compensation for the purpose of giving the Recipients (as defined in Article 1.2; the same shall apply hereinafter) an incentive to contribute towards the improvement of the business performance of the Sony Group and thereby improve the business performance by making the economic interest, that the Recipient will receive, correspond to the business performance of the Sony Group.

Article 1.2 (Recipients)

The directors, officers and employees of the Corporation or its subsidiaries subject to these Regulations shall be those listed in each of the following items and designated by the Corporation as the persons to whom the Shares are to be delivered (the “Recipient(s)”):

(1) directors of the Corporation or its subsidiaries (including outside directors);

(2) senior executives of the Corporation (including corporate executive officers); and

(3) senior vice presidents, other officers and employees of the Corporation or its subsidiaries.

Article 1.3 (Types of Stock Compensation)

Under these Regulations, the Corporation shall grant the Recipients stock compensation where the Corporation shall grant the Recipients the number of units (the “Units”) (each Unit being a right to receive Shares in accordance with these Regulations; the same shall apply hereinafter) predetermined by the Corporation and shall deliver to the Recipients the number of the Shares that Vest (as defined below) in accordance with the method of vesting set forth in the Exhibit (the Restricted Stock Unit or the “RSU”).

Chapter II Granting of Units

Article 2.1 (Granting of Units)

When the Corporation grants the Units under these Regulations, the following matters shall be determined by (i) the compensation committee of the Corporation (the “Compensation Committee”), when the Units shall be granted to directors or corporate executive officers of the Corporation, or (ii) the representative corporate executive officer of the Corporation (the “Representative Corporate Executive Officer”), when the Units shall be granted to other persons:

(1)

the Recipients of the Units;

(2)

the number of the Units and the date of grant (the “Date of Grant”);

(3)

the applicable method of vesting;

(4)

the Vesting Date or method for determining the Vesting Date (each, as defined below); and

(5)

any other matters necessary for granting the RSU under these Regulations.

The Recipients are not required to pay for the grant of the Units. The Units shall be granted by the Corporation by giving notice of the conditions of the RSU to the Recipients in writing, or by any other means the Corporation deems appropriate.

Chapter III Vesting of Units

Article 3.1 (Vesting of Unit)

The Units shall Vest in accordance with the method set forth in the Exhibit and the Corporation shall deliver to the Recipient one (1) Share per Unit that Vests (the “Number of Shares for RSU”). In these Regulations, “Vesting”, “Vest” or “Vested” shall mean the vesting of the Units and the Recipient’s right to receive the Shares and the “Vesting Date” shall mean the date of vesting, in accordance with Chapters III and IV and the Exhibit.

If the total number of the issued Shares increases or decreases due to a stock consolidation or stock split (including free distribution of shares (musho wariate)) before the delivery of the Shares under the preceding Paragraph, the Number of Shares for RSU shall be adjusted by multiplying the Number of Shares for RSU before the adjustment by the ratio of the consolidation or split. In addition, if the Corporation conducts a merger or company split or if it is necessary in other cases to adjust the Number of Shares for RSU before the delivery of the Shares under the preceding Paragraph, the Corporation may appropriately adjust the Number of Shares for RSU to a reasonable extent.

If the Corporation deems it necessary to change the Vesting conditions set out in Paragraph 1 of this Article and the Exhibit, the Corporation may change the conditions (i) for the directors or corporate executive officers of the Corporation by a resolution of the Compensation Committee or (ii) for other persons by a decision of the Representative Corporate Executive Officer.

Article 3.2 (Procedures for Delivery of Shares)

When the Units granted to a Recipient Vest, the Corporation shall deliver the Shares to the Recipient in accordance with these Regulations.

The Recipients shall take the necessary procedures for the delivery of the Shares designated by the Corporation. If a Recipient fails to take the procedures properly, the Recipient will lose his/her right to receive the Shares in respect of the relevant Units; provided, however, this shall not apply in cases where the prior consent of the Corporation is obtained.

The delivery of the Shares under Paragraph 1 shall be made by newly recording or transferring such Shares to the share account specified in the following Paragraph through a new issue or transfer of the treasury Shares in accordance with a decision of the Representative Corporate Executive Officer (the “Issuance or Transfer Decision”).

Each Recipient shall agree to use services and systems (the “Designated Management Services”) provided by a third party designated in advance by the Corporation and shall agree to and comply with the terms and conditions and other matters designated by such third party for the grant and management of the Units, and shall not be entitled to receive the Shares unless such Recipient agrees to and complies with the terms of conditions and other matters designated by such third party.

If the Corporation deems it necessary, each Recipient shall appoint the financial instruments business operator designated in advance by the Corporation, and shall establish a securities account in which any Shares shall be described or recorded through a method designated by the Corporation by the time of the Issuance or Transfer Decision. If the Corporation deems it necessary, in addition to Paragraph 4, each Recipient shall agree to use a third party designated in advance by the Corporation and shall agree to and comply with the terms and conditions and other matters designated by such third party for the procedures for the delivery of the Shares and for the management, disposal and other matters relating to the Shares, and shall not be entitled to receive the Shares unless such Recipient agrees to and complies with the terms and conditions and other matters designated by such third party.

If the Recipients acquires the right to receive the Shares in accordance with these Regulations on the Vesting Date, the Corporation shall be obligated to deliver the Shares to the Recipients in accordance with these Regulations.

7.1

(1)

The Corporation or Related Companies 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” and each a “Group Company”) shall grant to each Recipient a monetary compensation receivable in an amount equal to the amount calculated by multiplying the Number of Shares for RSU by the amount to be paid per Share in respect of the relevant issue or transfer of the Shares (the “Issue/Disposal Price”), and the Recipient shall acquire the Shares by contributing the monetary compensation receivable; provided, however, when all or part of the monetary compensation receivables granted to Recipients of the Related Companies are granted by such Related Companies, the Corporation shall assume such Related Companies’ debt obligation owed to such Recipients of the Related Companies in relation to such monetary compensation receivables pursuant to the cumulative debt assumption agreements between the Corporation and the Related Companies. The Recipient of the Related Companies shall contribute in kind both of the monetary compensation receivables granted by such Related Companies and the monetary compensation receivables (if any) granted by the Corporation.

(2)

If deemed necessary by the Corporation, instead of the Related Company granting a monetary compensation receivable in an amount equal to the Issue/Disposal Price to the Recipient, the Corporation may take measures it deems appropriate in order to deliver the Shares, including directing the Related Company to pay money to such Recipient in an amount equal to the amount of such monetary compensation receivable. In this case, such Recipient shall acquire the Shares by paying cash to the Corporation in exchange for the Shares.

The amount to be paid per Share in respect of the issue or transfer of the Shares set out in the preceding Paragraph, Item 1 shall be determined by the Corporation based on the closing price of the Share in the regular trading thereof on the Tokyo Stock Exchange on the trading day immediately preceding the date of the Issuance or Transfer Decision (or, if no transaction has been effected on such trading day, the closing price on the immediately preceding trading day) and at a price that is not particularly favourable to the Recipients receiving the Shares and within the range that will be comply with applicable laws and regulations.

Each Recipient agrees that the Shares to be delivered under Paragraph 1 are not American Depository Receipts (ADRs) but shares of common stock of the Corporation and that the monetary compensation receivable to be granted under Paragraph 7, Item 1 or the money paid to the Corporation under Paragraph 7, Item 2 shall be in Japanese yen.

10.

If any special circumstances make it difficult to deliver the Shares or if the Corporation otherwise deems it necessary, the Corporation may, at its discretion, pay monies of equal value as a substitute for the delivery of the Shares.

Chapter IV Other Units Handling

Article 4.1 (Extinguishment of Units)

The Recipient shall not be entitled to the delivery of any Shares if the Recipient abandons the Units.

The Units shall lapse and the Recipient will not be entitled to receive any Shares (in item (8) below, only the Units of which the conditions for the Vesting as provided for in these Regulations are no longer capable of being satisfied) in respect of those Units if any of the following occurs prior to the Vesting Date:

(1)

The Recipient 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 Recipient;

(3)

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

(4)

(If the plan for the Units to be granted to the Recipient is other than Plan D as set forth in the Exhibit) the Recipient 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 Recipient ceases to hold all such positions due to his or her death or any other justifiable reason that is approved by the Compensation Committee or the Representative Corporate Executive Officer);

(5)

In the event that the Compensation Committee or the Representative Corporate Executive Officer deems that the Recipient has (a) violated the Sony Group Code of Conduct or any other written internal regulations of the Group Companies applicable to the Recipient, or has otherwise breached a duty of loyalty owed by the Recipient to the Group Companies, (b) breached the terms of any written employment or services agreement with the Group Companies applicable to the Recipient or (c) taken or failed to take any action that would constitute “cause” as defined in such agreement applicable to the Recipient;

(6)

The Compensation Committee or the Representative Corporate Executive Officer determines that the Recipient is in violation of the provisions of these Regulations;

(7)

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

(8)

to the extent that the conditions for the Vesting as provided for in these Regulations in respect of unvested Units are no longer capable of being satisfied.

If, for reasons such as for a delay in administrative procedures, the Corporation delivers the Shares to a Recipient even though the Units of such Recipient are extinguished prior to the Vesting, the Corporation shall acquire, without any consideration to, or consent of, such Recipient, all of such Shares.

Article 4.2 (Restriction on Disposal of Units)

The Recipient may not transfer or encumber or otherwise dispose of any Units in any manner whatsoever.

Article 4.3 (Handling of Units upon Reorganization)

	1.	If:

(1)

a merger (limited to where the Corporation is to be dissolved as a result of the merger);

(2)

an absorption-type company split or incorporation-type company split in which the Corporation is to be split as a result of the company split (limited to where the Corporation is to allot all or a part of the consideration for the company split to the shareholders of the Corporation on the effective date of the company split);

(3)

a share exchange or share transfer (limited to where the Corporation becomes a wholly-owned subsidiary as a result of the share exchange or share transfer);

(4)

a stock consolidation (limited to where the number of the Shares to be issued upon the Vesting of all of the unvested units granted to the Recipients become only fraction less than one (1) share as a result of the stock consolidation);

(5)

an acquisition of all of the Shares conducted by attaching the wholly call clause set out in Article 108, Paragraph 1, Item 7 of the Companies Act of Japan; or

(6)

a demand for share cash-out covering the Shares (meaning the demand for share cash out set out in Article 179, Paragraph 2 of the Companies Act of Japan),

(collectively, the “Reorganization”) (limited to where the effective date of the Reorganization occurs prior to the delivery of the Shares under Article 3.2) is approved at a shareholders’ meeting of the Corporation (or by the Board of Directors if the approval at a shareholders’ meeting is not required under Item 2 or in the case of Item 6), the Corporation may decide by the resolution of the Compensation Committee or the decision of the Representative Corporate Executive Officer, that any unvested Units (as at immediately before the effective date of the Reorganization) will Vest in the number reasonably determined based on the period that has elapsed between the Date of Grant and the effective date of the Reorganization or any other factors. The Corporation shall issue or pay to Recipients the Shares, monies or the Shares of the other party to the Reorganization for the Units Vested under the preceding sentence.

In this Paragraph, the effective date of the Reorganization means:

(i)

in the case of an absorption-type merger, the day on which the absorption-type merger becomes effective;

(ii)

in the case of an incorporation-type merger, the day on which the company incorporated in the incorporation-type merger is incorporated;

(iii)

in the case of an absorption-type company split, the day on which the absorption-type company split becomes effective;

(iv)

in the case of an incorporation-type company split, the day on which the company incorporated in the incorporation-type company split is incorporated;

(v)

in the case of a share exchange, the day on which the share exchange becomes effective, in the case of a share transfer, the day on which the wholly-owning parent company incorporated through the share transfer is incorporated;

(vi)

in the case of a stock consolidation, the day on which the stock consolidation becomes effective;

(vii)

in the case of the acquisition of all of the Shares conducted by attaching the wholly call clause set out in Article 108, Paragraph 1, Item 7 of the Companies Act, the acquisition day set out in Article 171, Paragraph 1, Item 3 of the Companies Act of Japan; and

(viii)

in the case of a demand for share cash-out, the acquisition day set out in Article 179-2, Paragraph 1, Item 5 of the Companies Act of Japan.

In order to receive the Shares in respect of the Units that Vest under the preceding Paragraph, the Recipient shall take all required steps for the delivery of the Shares by the deadline determined by the Corporation.

Chapter V Others

Article 5.1 (Expenses, Etc.)

	1.	The Recipient shall, at his/her expense and responsibility, pay any income tax and any other taxes or public charges imposed in relation to the acquisition and the Vesting of the Units and the related acquisition and disposal of the Shares delivered. The Recipient shall also bear all other related expenses incurred by the Recipient.

	2.	If a Group Company has a withholding obligation for any tax or charge under the preceding Paragraph, the Recipient shall, at the instruction of the Group Company, pay an amount equivalent to such withholding amount by making a transfer to the specified bank account or by other methods designated by the Group Company before the specified deadline.

	3.	In connection with the preceding Paragraph, the Group Company’s designee is authorized to withhold from any payroll or other payment to the Recipients, amounts of withholding and other taxes or fees due in relation to the acquisition and the Vesting of the Units and the related acquisition and disposal of the Shares delivered, and to take any other action to the extent permissible under applicable law as the Corporation may deem advisable to enable the Group Company and the Recipients to satisfy obligations for the payment of withholding taxes, other tax obligations and other costs and fees. This authority shall include, either on a mandatory or elective basis in the discretion of the Corporation, authority (a) to withhold or receive shares of common stock of the Corporation or other property and (b) to make cash payments in respect thereof in satisfaction of the Recipients’ tax obligations and other costs and fees in relation to the acquisition and the Vesting of the Units and the related acquisition and disposal of the Shares delivered.

Article 5.2 (Compliance with Relevant Laws and Ordinances)

	1.	In addition to these Regulations, the Recipients shall comply with the Companies Act of Japan, the Financial Instruments and Exchange Act of Japan, and all other relevant laws and regulations, including, but not limited to, applicable U.S. laws, as well as all internal regulations of the Corporation or its subsidiaries, including, but not limited to, the Rules for Prevention of Insider Trading established by the Corporation which are applicable to the Recipients in relation to the acquisition and the Vesting of the Units and the related acquisition and disposal of the Shares.

The Recipient shall, in selling the Shares acquired as a result of the Vesting of the Units, confirm in advance with the Legal Division of the Corporation or its subsidiaries (or any other department of the Corporation or its subsidiaries in charge of such matters at the time), that such proposed sale is permissible under the Companies Act of Japan, the Financial Instruments and Exchange Act of Japan, and all other relevant laws and regulations, including, but not limited to, applicable U.S. laws, as well as all internal regulations of the Corporation or its subsidiaries, including, but not limited to, the Rules for Prevention of Insider Trading established by the Corporation which are applicable to the Recipients; provided, however, that this shall not apply to the Recipients for whom the Legal Division of the Corporation or its subsidiaries determines that confirmation in advance is not required.

Article 5.3 (Notification of Change regarding Personal Information, such as Name or Address of Recipient)

	1.	If the Recipient changes his or her personal information, such as his or her name or address notified in advance to the Corporation, the Recipient shall notify the Corporation, and a third party designated in advance by the Corporation, in writing or in a way separately designated by the Corporation.

	2.	If the Recipient does not make the notification required under the preceding Paragraph, the personal information before the change will be deemed to be the personal information of the Recipient.

Article 5.4 (Inheritance of the RSU)

	1.	In the case that the Recipient dies, the person who succeeds to the relevant Units in accordance with applicable laws and regulations (the “Successor”) may succeed to the relevant Units in accordance with the provisions of this Article and other provisions of these Regulations and conditions separately stipulated by the Corporation; provided, however, the number of Successor shall be limited to one (1) person, and in the case that Successor dies, the relevant Units may not be inherited.

	2.	Succession of Units pursuant to Paragraph 1 shall be subject to the following conditions: (i) the submission to the Corporation of (a) a written notice of such succession, (b) a copy of the will, legacy division agreement or any other documents necessary for the Corporation to determine the validity of such succession and (c) any other documents deemed necessary by the Corporation and (ii) the approval by the Corporation of such succession.

With respect to such Units succeeded by the Successor pursuant to this Article, in principle, the Corporation shall pay to the Successor the amount of cash determined by the Corporation based on the market price of the Shares on the Vesting Date as a cash payment having a value equivalent to such Units instead of delivery of the Shares corresponding to such Units.

Article 5.5 (Handling in case of Disciplinary Dismissal, etc. of Recipient)

In the case that the Recipient 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 disciplinary dismissal, resignation under instruction, or any other reason reasonably determined by the Corporation to be equivalent thereto, if the Recipient is using the Designated Management Services provided in Article 3.2, Paragraph 4, the Recipient agrees in advance that the Shares held by the Recipient may be sold in accordance with the instructions of the Corporation and that the Recipient may not use the Designated Management Services after such sale.

Article 5.6 (Handling of Personal Information)

Personal information of the Recipient obtained from the Recipient may be used by the Corporation in order to prepare and manage the shareholders registry provided for in the Companies Act of Japan and to conduct other necessary procedures for the purpose of performing these Regulations. The Recipient also hereby agrees that the Corporation may provide personal information of the Recipient held by the Corporation to the third parties designated in advance by the Corporation as defined in Article 3.2, Paragraph 4, the financial instruments business operator and third parties designated in advance by the Corporation as defined in Article 3.2, Paragraph 5, securities firms, trust banks or the like in Japan or other countries, in order to engage the aforementioned persons to perform the operations necessary to fulfill these Regulations, and that the aforementioned persons may use such personal information of the Recipient.

Article 5.7 (Corporation’s Exemption from Liability)

Even if, after the completion of the procedures for delivery of the Shares to the Recipient, there is a delay in the recording of the Shares into the account of the Recipient due to the negligence of the officers or the employees of the Corporation or its subsidiaries or another related party involved in the issue of the Shares or transfer of the treasury Shares, and, as a result, the Recipient incurs loss or damage, or the Recipient incurs loss or damage for any other reason, neither the Corporation or its subsidiaries, nor any of its directors, officers or employees, will be liable in any respect for such loss or damage.

Article 5.8 (Severability)

If any provision of these Regulations, or any part thereof, is held to be invalid or unenforceable in any jurisdiction, then, for the purposes of that jurisdiction only, such provision will be deleted and the remainder of these Regulations and the remainder of the provisions that are held to be partly invalid or unenforceable shall continue to exist in full force and effect.

Article 5.9 (Performance or Compliance in accordance with Laws and Regulations)

	1.	If it is necessary for the reason that the Recipient 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 Recipient, such Recipient or the Corporation or its subsidiaries shall be required to perform or comply with certain procedures in relation to the acquisition and the Vesting of the Units and the related acquisition and disposal of the Shares, such Recipient shall notify the Corporation or its subsidiaries 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 Recipient himself or herself, and request the Corporation or its subsidiaries to perform or comply with the procedures that are required to be performed or complied with by the Corporation or its subsidiaries. In case that the request shall be made by the Recipient for the Corporation or its subsidiaries to perform or comply with such procedures, the Corporation or its subsidiaries shall independently consider the necessity for the performance or compliance, and, if the Corporation or its subsidiaries shall come to the conclusion that it is necessary to do so, it shall perform or comply with such procedures.

The Recipient shall pay for all expenses, which may arise in connection with the procedures provided for in the immediately preceding Paragraph, and shall fully indemnify the Corporation or its subsidiaries against all such costs, expenses, and damages, which may arise or which the Corporation or its subsidiaries may incur, in connection with such procedures.

Article 5.10 (Governing Law; Jurisdiction)

	1.	These Regulations are governed by, and shall be construed in accordance with, the laws of Japan.

	2.	The Tokyo District Court of Japan has exclusive jurisdiction as the court of first instance in regard to any dispute relating to these Regulations.

Article 5.11 (Language and Time)

If the meaning of these Regulations translated into a language other than Japanese differs from the Japanese version, the Japanese version shall prevail.

Unless otherwise specified in these Regulations, the provisions concerning the date and time in these Regulations shall be based on Japanese Standard Time.

Article 5.12 (Amendment or Abolition)

The establishment, amendment, or repeal of these Regulations shall be made by a resolution of the Compensation Committee of the Corporation. Provided, however, that minor amendments concerning administrative or procedural matters not related to the terms of the rights of the Recipients, such as the correction of typographical errors, may be made with the approval of the senior executive in charge of Human Resources of the Corporation.

If it is discovered that the provisions of these Regulations does not conform to the Companies Act of Japan, the Financial Instruments and Exchange Act of Japan, the Corporate Tax Act of Japan, the Income Tax Act of Japan, or any other relevant laws or regulations, or, if the provisions of these Regulations cease to conform to those laws or regulations, the Corporation may amend the required provisions, by giving notice of the amendment to the Recipients.

In addition to the preceding Paragraph, the Corporation may propose to the Recipients amendments to these Regulations when the Corporation deems it necessary. If the Recipient fails to make an objection in writing, with reasonable cause, to the Corporation within three weeks from the receipt of such proposal, these Regulations will be deemed to have been automatically amended in accordance with the Corporation’s proposal.

If these Regulations are amended pursuant to Paragraphs 1 or 3, and the Corporation expressly indicates to the Recipients in the proposal of the amendment by any of the manners pursuant to Article 5.13 that such amendment shall be retroactively effective to the date of enactment of these Regulations, such amendment shall be retroactively effective to such date of enactment of these Regulations to the extent permitted under applicable law.

Article 5.13 (Manner of Notice)

Notices by the Corporation to the Recipient under these Regulations shall be made in any of the following manners:

(1)

delivering (including mailing) a written notice to the address of the Recipient;

(2)

sending documents to the Recipient at his/her department in the Corporation (including the Group Companies) or sending electronic data to the e-mail address of the Recipient at the Corporation (including the Group Companies);

(3)

giving notice on the web site of the Corporation (including the Group Companies); or

(4)

giving notice on the web site of the third parties, as defined in Article 3.2, Paragraph 4 or Article 3.2, Paragraph 5.

Article 5.14 (Handling of Matters Not Provided For Herein)

The Recipient and the Corporation shall confer in good faith to resolve any matter not stipulated in these Regulations, and the Corporation may reasonably determine such matter if the Recipient fails to confer with the Corporation or if the Recipient and the Corporation confer but still fail to reach an agreement.

ADDENDUM:

These Regulations shall be enacted as of June 30, 2022.

Amended:

October 28, 2022
October 31, 2023

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EXHIBIT (Method of Vesting)

Units shall be vested in accordance with one of the plans set forth below.

1. Plan A

Provided that the Recipient holds, throughout between the Date of Grant of the RSU and on the first day of the month following the month of the 9th anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day), a position as a director of the Corporation, all Units held by the Recipient shall vest on the first day of the month following the month of the 9th anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day); provided, however, if, before the Vesting, the Recipient ceases to hold the position that he or she holds as a director of the Corporation due to his or her death or any other justifiable reason that is approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there is a special circumstance), the Vesting Date and the Number of Shares for RSU shall be as set forth below.

(1)

In the case that the Recipient ceases to hold the position that he or she holds as a director of the Corporation due to the Recipient’s death:

(a)

Vesting Date

The date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.

(b)

Number of Shares for RSU

The Number of the Units held by the Recipient as of his or her death.

(2)

In the case that the Recipient ceases to hold the position that he or she holds as a director of the Corporation due to any other justifiable reason that is approved by the Compensation Committee, other than in the case of the preceding Item:

(a)

Vesting Date

The first day of the month (or, if the date falls on a holiday of the Corporation, the following business day) following the month in which the Recipient ceases to hold the position that he or she holds as a director of the Corporation (provided, however, that the Corporation may adjust the date of the vesting within a reasonable extent from the perspective of administrative procedures).

(b)

Number of Shares for RSU

The Number of the Units held by the Recipient as of the date the Recipient ceases to hold the position that he or she holds as a director of the Corporation.

2. Plan B

Provided that the Recipient holds, throughout between the Date of Grant of the RSU and on the first day of the month following the month of the 3rd anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day), a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the Group Companies, all Units held by the Recipient shall vest on the first day of the month following the month of the 3rd anniversary of the Date of Grant (or, if the date falls on a holiday of the Corporation, the following business day); provided, however, if, before the Vesting, the Recipient 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 Compensation Committee or the Representative Corporate Executive Officer, the Vesting Date and the Number of Shares for RSU shall be as set forth below.

(1)

(a)

Vesting Date

The date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.

(b)

Number of Shares for RSU

The Number of Shares for RSU obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below; however, the Representative Corporate Executive Officer of the Corporation or the Compensation Committee of the Corporation may adjust the Number of Shares for RSU.

(i)

the Number of Shares for RSU held by the Recipient 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 Date of Grant to (y) the month including the date of the Recipient’s death by (B) 36.

(2)

In the case that the Recipient 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 the Compensation Committee or the Representative Corporate Executive Officer, other than in the case of the preceding Item:

(a)

Vesting Date

The first day of the month (or, if the date falls on a holiday of the Corporation, the following business day) following the month in which the Recipient ceases to hold all such positions (provided, however, that the Corporation may adjust the date of the vesting within a reasonable extent from the perspective of administrative procedures).

(b)

Number of Shares for RSU

The number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below; however, the Compensation Committee or the Representative Corporate Executive Officer may adjust the Number of Shares for RSU.

(i)

the Number of Shares for RSU held by the Recipient as of the date he or she ceases to hold all such positions.

(ii)

the amount obtained by dividing (A) the number of months in the period from (x) the month including the Date of Grant to (y) the month including the date that the Recipient ceases to hold all such positions by (B) 36.

3. Plan C

Provided that the Recipient holds, throughout between the Date of Grant of the RSU and each Vesting Date set out in column (1) of the table below, a position as a director, a corporate executive officer and/or any other officer at, or an employee of any of the Group Companies , the RSU shall Vest on each Vesting Date as set out in column (2) of the table below (or, if the date falls on a holiday of the Corporation, the following business day). The number of the Units that Vest on the first day of the month following the month of the 1st anniversary of the Date of Grant or the first day of the month following the month of the 2nd anniversary of the Date of Grant will be rounded down to the nearest one (1) Units.

Vesting Date (JST) (1)	Units Vesting (2)
The first day of the month following the month of the 1st anniversary of the Date of Grant	One third of the number of Units subject to the RSU
The first day of the month following the month of the 2nd anniversary of the Date of Grant	One third of the number of Units subject to the RSU
The first day of the month following the month of the 3rd anniversary of the Date of Grant	The remaining Units subject to the RSU

If, before the Vesting, the Recipient 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 Compensation Committee or the Representative Corporate Executive Officer, the Vesting Date and the Number of Shares for RSU shall be as set forth below.

(1)

In the case that the Recipient ceases to hold all such positions due to the Recipient’s death:

(a)

Vesting Date

The date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.

(b)

Number of Shares for RSU

The Number of Shares for RSU obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below and subtracting the amount set forth in (iii); however, the Compensation Committee or the Representative Corporate Executive Officer may adjust the Number of Shares for RSU.

(i)

the Number of Shares for RSU granted to the Recipient.

(ii)

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

(iii)

the number of Units already Vested at the time of the Recipient’s death.

(2)

In the case that the Recipient ceases to hold all such positions due to any other justifiable reason that is approved by the Compensation Committee or the Representative Corporate Executive Officer, other than in the case of the preceding Item:

(a)

Vesting Date

(b)

Number of Shares for RSU

The number of Shares obtained by multiplying the amount set forth in (i) below by the amount set forth in (ii) below and subtracting the amount set forth in (iii); however, the Compensation Committee or the Representative Corporate Executive Officer may adjust the Number of Shares for RSU.

(i)

the Number of Shares for RSU granted to the Recipient.

(ii)

(iii)

the number of Units already Vested as of the date the Recipient ceases to hold all such positions.

4. Plan D

All the Units held by the Recipient shall vest on the date specified below corresponding to the quarter in which the Recipient 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 (or, if the date falls on a holiday of the Corporation, the following business day).

Quarter	Vesting Date (JST)
a) First quarter (April 1 to June 30)	August 1 of the same year
b) Second quarter (July 1 to September 30)	December 1 of the same year
c) Third quarter (October 1 to December 31)	February 1 of the next year
d) Fourth quarter (January 1 to March 31)	May 1 of the same year

Provided, however, if, before the Vesting, the Recipient ceases to hold the position 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, the Vesting Date and the Number of Shares for RSU shall be as set forth below.

(a)

Vesting Date

The date of the approval of the Corporation in accordance with Article 5.4, Paragraph 2.

(b)

Number of Shares for RSU

The Number of the Units held by the Recipient as of his or her death.

Appendix (for Chinese Residents) to the RSU Regulations (Chinese Appendix)

Upon the Vesting of the Units held by the Recipients residing in China, the Recipient shall pay money to the Corporation in exchange for the Shares in accordance with the relevant provisions of these Regulations. Such payment shall be made through a special bank account opened by Sony China Ltd. (or any of the Related Companies in China as designated by the Corporation) in relation to the RSUs as required by the Chinese authorities, in accordance with operating procedures determined by the Corporation from time to time.

Sony Group Corporation

Restricted Stock Unit (RSU) Regulations

Israeli Procedures

1.	GENERAL

1.1	These procedures for Israeli Recipients (the “Israeli Procedures”) shall apply only to Recipients who are tax residents of the State of Israel on the date of the grant of the RSU, as defined below in Section 2, and are engaged by an Israeli resident subsidiary of the Corporation (collectively, “Israeli Recipients”). The provisions specified hereunder shall form an integral part of the Sony Group Corporation Restricted Stock Unit (RSU) Regulations (hereinafter the “Plan Document”).

1.2

These Israeli Procedures are adopted pursuant to Article 5.9 of the Plan Document. These Israeli Procedures are to be read as a continuation of the Plan Document and apply to RSUs granted to Israeli Recipients only to the extent necessary to comply with the requirements set by Israeli law, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. These Israeli Procedures do not add to or modify the Plan Document in respect of any other category of Recipients.

1.3

The Plan Document and these Israeli Procedures are complimentary to each other and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of these Israeli Procedures and the Plan Document, the provisions set out in the Israeli Procedures shall prevail to the extent necessary to comply with the requirements set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time.

1.4	Any capitalized term not specifically defined in these Israeli Procedures shall be construed according to the interpretation given to it in the Plan Document.

2.	DEFINITIONS

2.1	“102 RSU” means any RSU intended to qualify (as determined by the Compensation Committee or Representative Corporate Executive Officer and/or the Israeli RSU Agreement and/or a tax ruling from the ITA) and which qualifies as a RSU under Section 102, issued to an Approved Israeli Recipient.

2.2

“Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange, over-the-counter market or trading system on which the Shares are then traded or listed.

2.3	“Approved Israeli Recipient” means an Israeli Recipient who is an employee or an officer of an Employer, excluding any Controlling Share Holder of the Corporation.

2.4	“RSU” means any RSU granted under the Plan Document which is settled solely in Shares and which will not be capable of being settled in cash.

2.5	“Capital Gain RSU” means a Trustee 102 RSU elected and designated by the Corporation to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and 102(b)(3) of the Ordinance.

2.6	“Controlling Share Holder” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.7	“Employer” means, for purpose of a Trustee 102 RSU, an Israeli resident subsidiary of the Corporation which is an “employing company” within the meaning and subject to the conditions of Section 102(a) of the Ordinance.

2.8	“ITA” means the Israeli Tax Authority.

2.9	“Israeli RSU Agreement” means the Notice of Granting RSUs made in accordance with Article 2.1, Paragraph 2 of the Plan Document between the Corporation and an Israeli Recipient that sets out the terms and conditions of a RSU.

2.10	“Non-Trustee 102 RSU” means a 102 RSU granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.

2.11	“Ordinary Income RSU” means a Trustee 102 RSU elected and designated by the Corporation to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

2.12	“Ordinance” means the Israeli Income Tax Ordinance [New Version] – 1961, as now in effect or as hereafter amended.

2.13	“Rules” means the Income Tax Rules (Tax Benefits in Stock Issuance to Employees) 5763-2003.

2.14	“Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or Israeli Procedures promulgated thereunder as now in effect or as hereafter amended.

2.15	“Tax” means any applicable tax and other compulsory payments, such as any social security and health tax contributions under any Applicable Law.

2.16	“Trust Agreement” means the agreement to be signed between the Corporation, an Employer and the Trustee for the purposes of Section 102.

2.17	“Trustee” means any person or entity appointed by the Corporation to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced from time to time.

2.18	“Trustee 102 RSU” means a 102 RSU granted to an Approved Israeli Recipient pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Recipient.

2.19	“Unapproved Israeli Recipient” means an Israeli Recipient who is not an Approved Israeli Recipient, including a consultant or a Controlling Share Holder of the Corporation.

3.	GRANT OF RSUS

3.1	The persons eligible for participation in the Plan Document as Israeli Recipients shall include Approved Israeli Recipients and Unapproved Israeli Recipients, provided, however, that only Approved Israeli Recipients may be granted 102 RSUs.

3.2	The Compensation Committee or Representative Corporate Executive Officer may designate RSUs granted to Approved Israeli Recipients pursuant to Section 102 as Trustee 102 RSUs or Non-Trustee 102 RSUs.

3.3

The grant of Trustee 102 RSUs shall be subject to these Israeli Procedures and shall not become effective prior to the lapse of 30 days from the date the Plan Document has been submitted for approval by the ITA and shall be conditioned upon the approval of the Plan Document and these Israeli Procedures by the ITA.

3.4	Trustee 102 RSUs may either be classified as Capital Gain RSUs or Ordinary Income RSUs.

3.5

No Trustee 102 RSU may be granted under these Israeli Procedures to any Approved Israeli Recipient, unless and until the Corporation has filed with the ITA its election regarding the type of Trustee 102 RSUs, whether Capital Gain RSUs or Ordinary Income RSUs, that will be granted under the Plan Document and these Israeli Procedures (the “Election”). Such Election shall become effective beginning the first date of grant of a Trustee 102 RSU under these Israeli Procedures and shall remain in effect at least until the end of the year following the year during which the Corporation first granted Trustee 102 RSUs. The Election shall obligate the Corporation to grant only the type of Trustee 102 RSU it has elected, and shall apply to all Israeli Recipients who are granted Trustee 102 RSUs during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Corporation from granting Non-Trustee 102 RSUs simultaneously.

3.6	All Trustee 102 RSUs must be held in trust by, or subject to the approval of the ITA, under the control or supervision of a Trustee, as described in Section 5 below.

3.7	The designation of Non-Trustee 102 RSUs and Trustee 102 RSUs shall be subject to the terms and conditions set forth in Section 102.

3.8	RSUs granted to Unapproved Israeli Recipients shall be subject to tax according to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein.

4.	102 RSU GRANT DATE

	Each 102 RSU will be deemed granted on the date determined by the Compensation Committee or Representative Corporate Executive Officer, subject to the provisions of the Plan Document, provided that and subject to (i) the Israeli Recipient has signed all documents required by the Corporation or Applicable Law, and (ii) with respect to any Trustee 102 RSU, the Corporation has provided all applicable documents to the Trustee in accordance with the guidelines published by the ITA such that if the guidelines are not met the RSU will be considered as granted on the date determined by the Compensation Committee or Representative Corporate Executive Officer as a Non-Trustee RSU.

5.	TRUSTEE

5.1	Trustee 102 RSUs which shall be granted under these Israeli Procedures and/or any Shares allocated or issued upon the grant or vesting of a Trustee 102 RSU and/or other Shares received following any realization of rights under the Plan Document, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Recipients, in accordance with the provisions of Section 102 and any approval issued by the ITA. In the event the requirements for Trustee 102 RSUs are not met, the Trustee 102 RSUs may be regarded as Non-Trustee 102 RSUs or as RSUs which are not subject to Section 102, all in accordance with the provisions of Section 102.

5.2

With respect to any Trustee 102 RSU, subject to the provisions of Section 102, an Approved Israeli Recipient shall not sell or release from trust any Shares received upon the grant or vesting of a Trustee 102 RSU and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan Document at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Recipient.

5.3	Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares allocated or issued upon the grant or vesting of a Trustee 102 RSU unless the Corporation, the Employer and the Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid.

5.4	Upon receipt of any Trustee 102 RSU, the Approved Israeli Recipient will consent to the grant of such RSU under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Corporation and the Trustee.

5.5

Any RSU classified as a Capital Gain RSU is meant to comply with the terms and conditions of Section 102 and the requirements of the ITA, therefore it is clarified that at all times the Plan Document and these Israeli Procedures are to be read such that they comply with the requirements of Section 102 and as a consequence, should any provision in the Plan Document or Israeli Procedures disqualify the Plan Document and/or the RSUs granted thereunder from beneficial tax treatment pursuant to the provisions of Section 102 of the Ordinance, such provision shall be considered invalid either permanently or until the Israel Tax Authority provides approval of compliance with Section 102.

6.	WRITTEN RECIPIENT UNDERTAKING

6.1	With respect to any Trustee 102 RSU, as required by Section 102 and the Rules, by virtue of the receipt of such RSU, the Israeli Recipient is deemed to have provided, undertaken and confirmed the following written undertaking (and such undertaking is deemed incorporated into any documents entered into by the Israeli Recipient in connection with the grant of such RSU), and which undertaking shall be deemed to apply and relate to all Trustee 102 RSUs granted to the Israeli Recipient, whether under the Plan Document and these Israeli Procedures or other plans maintained by the Corporation, and whether prior to or after the date hereof:

6.1.1

The Israeli Recipient shall comply with all terms and conditions set forth in Section 102 with regard to the Capital Gain RSUs or Ordinary Income RSUs, as applicable, and the applicable rules and regulations promulgated thereunder, as amended from time to time;

6.1.2

The Israeli Recipient is familiar with, and understands the provisions of, Section 102 in general, and the tax arrangement under the Capital Gain RSUs or Ordinary Income RSUs in particular, and its tax consequences; the Israeli Recipient agrees that the Trustee 102 RSUs and any Shares that may be issued upon vesting of the Trustee 102 RSUs (or otherwise in relation to such RSUs), will be held or controlled by a Trustee appointed pursuant to Section 102 for at least the duration of the Holding Period under the Capital Gain RSUs or Ordinary Income RSUs, as applicable. The Israeli Recipient understands that any release of such Trustee 102 RSUs or Shares from trust, or any sale of the Shares prior to the termination of the Holding Period, will result in taxation at the marginal tax rate, in addition to deductions of any appropriate income tax, social security, health tax contributions or other compulsory payments; and

6.1.3

The Israeli Recipient agrees to the Trust Agreement entered into by and between the Corporation, the Employer and the Trustee appointed pursuant to Section 102.

7.	THE RSUS

	The terms and conditions upon which RSUs shall be granted, issued or vested under these Israeli Procedures, shall be specified in an Israeli RSU Agreement to be executed pursuant to the Plan Document and to these Israeli Procedures. Each Israeli RSU Agreement shall provide, inter alia, the number of Shares to which the RSU relates, the type of RSU granted thereunder (i.e., a Capital Gain RSUs or Ordinary Income RSUs or Non-Trustee 102 RSU or any RSU granted to Unapproved Israeli Recipient), and any applicable vesting provisions. For the avoidance of doubt, it is clarified that there is no obligation for uniformity of treatment of Israeli Recipients and that the terms and conditions of RSUs granted to Israeli Recipients need not be the same with respect to each Israeli Recipient (whether or not such Israeli Recipients are similarly situated). The grant or vesting of RSUs granted to Israeli Recipients shall be subject to the terms and conditions as may be determined by the Compensation Committee or Representative Corporate Executive Officer (including the provisions of the Plan Document) and, when applicable, by the Trustee, in accordance with the requirements of Section 102.

8.	ASSIGNABILITY, DESIGNATION AND SALE OF RSUS

8.1	Notwithstanding any provision of the Plan Document, no RSU subject to these Israeli Procedures or any right with respect thereto, whether fully paid or not, shall be assignable, transferable or given as collateral, and no right with respect to any such RSU shall be given to any third party whatsoever, and during the lifetime of the Israeli Recipient, each and all of such Israeli Recipient’s rights with respect to a RSU shall belong only to the Israeli Recipient. Any such action made, directly or indirectly, for an immediate or future validation, shall be void.

8.2	As long as RSUs and/or Shares issued hereunder are held by the Trustee on behalf of the Israeli Recipient, all rights of the Israeli Recipient over the RSU and Shares cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.

9.	INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL

9.1.	With regard to Trustee 102 RSUs, the provisions of the Plan Document, the Israeli Procedures and/or the Israeli RSU Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the said provisions shall be deemed an integral part of the Plan Document, the Israeli Procedures and the Israeli RSU Agreement.

9.2.	Any provision of Section 102 and/or said approval issued by the ITA, which must be complied with in order to receive and/or to maintain any tax treatment with respect to a RSU pursuant to Section 102, which is not expressly specified in the Plan Document, the Israeli Procedures or the Israeli RSU Agreement, shall be considered binding upon the Corporation, any Employer and the Israeli Recipients. Furthermore, if any provision of the Plan Document or Israeli Procedures disqualifies RSUs that are intended to qualify as 102 RSUs from the beneficial tax treatment pursuant to Section 102, such provision shall not apply to the 102 RSUs.

10.	TAX CONSEQUENCES; DISCLAIMER

10.1	Any tax consequences arising from the grant, purchase, vesting or sale of any RSU issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Corporation, and/or its affiliates, and the Trustee or the Israeli Recipient), hereunder, shall be borne solely by the Israeli Recipient. The Corporation and/or its affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Recipient agrees to indemnify the Corporation and/or its affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Recipient.

10.2	The Corporation and/or, when applicable, the Trustee shall not be required to release any RSU or Shares to an Israeli Recipient until all required Tax payments have been fully made.

10.3	RSUs that do not comply with the requirements of Section 102 shall be subject to tax under Section 3(i) or 2 of the Ordinance.

10.4

With respect to Non-Trustee 102 RSUs, if the Israeli Recipient ceases to be employed by the Corporation or any affiliate, or otherwise if so requested by the Corporation and/or its affiliates, the Israeli Recipient shall extend to the Corporation and/or its affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares, in accordance with the provisions of Section 102.

10.5

TAX TREATMENT. NOTWITHSTANDING SECTION 5.5 ABOVE, IT IS CLARIFIED THAT THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY RSU SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY RSU IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE RSU WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY DESIGNATION OF RSUS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR RSU AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY RSU WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY RSU IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE CORPORATION AND ANY OF ITS AFFILIATES (INCLUDING THE EMPLOYER) THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE RSU WILL QUALIFY AT THE TIME OF VESTING OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT A RSU DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS OF WHETHER THE CORPORATION OR ITS AFFILIATES (INCLUDING THE EMPLOYER) COULD HAVE TAKEN ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE ISRAELI RECIPIENT. THE CORPORATION AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. RSUS THAT DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE ISRAELI RECIPIENT.

11.	ONE TIME BENEFIT

	The RSUs granted hereunder are extraordinary, one-time RSUs granted to the Israeli Recipients, and are not and shall not be deemed a salary component for any purpose whatsoever, including but not limited to, in connection with calculating severance compensation under Applicable Law, nor shall receipt of a RSU entitle an Israeli Recipient to any future RSUs.

12.	TERM OF PLAN AND ISRAELI PROCEDURES

	Notwithstanding anything to the contrary in the Plan Document and in addition thereto, the Corporation shall obtain all approvals for the adoption of these Israeli Procedures or for any amendment to these Israeli Procedures as are necessary to comply with any Applicable Law, applicable to RSUs granted to Israeli Recipients under these Israeli Procedures or with the Corporation's incorporation documents.

13.	GOVERNING LAW

	Solely for the purpose of determining the Israeli tax treatment of RSUs granted pursuant to these Israeli Procedures, these Israeli Procedures shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without reference to conflicts of law principles.

Sony Group Kabushiki Kaisha S-8

Exhibit 4.2

Notice of Granting RSUs

November 27, 2023

Sony Group Corporation

Representative Corporate Executive Officer

Chairman and CEO

Kenichiro Yoshida

In accordance with Article 2.1, Paragraph 2 of the RSU Regulations (defined in (4) below), the Corporation hereby notifies you of the following matters based on the determination made by the Representative Corporate Executive Officer of the Corporation as of November 9, 2023. Capitilized terms used but not defined herein have the meanings assigned to such terms in the RSU Regulations.

(1)	Grant Date

November 27, 2023.

(2)	Number of RSUs to be Granted

The number of RSUs to be granted can be found on My Equity of Equity Gateway:

HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB

(3)	Vesting of RSUs

(i)

Method of Vesting (plan)

The method of vesting (plan) applicable to the RSUs can be found on My Equity of Equity Gateway:

HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB

For details of each plan, please see EXHIBIT (Method of Vesting) of the RSU Regulations.

(ii)

Information on Vesting

The vesting schedule and the number of RSUs scheduled to vest on each Vesting Date, respectively, and, upon the issuance or transfer of the shares to be delivered upon vesting, the notice concerning the subscription and allotment described below can be found on My Equity of Equity Gateway.

HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB

(4)	RSU Regulations

(i)

The details regarding the granting of the RSUs, the vesting of the RSUs, the delivery of the shares and the extinguishment of the rights shall be as set forth in the Restricted Stock Units (RSU) Regulations (the “RSU Regulations”) that can be found on Document Library under Resources of Equity Gateway (for the Recipients who are residents of Israel, including the Appendix (for Israeli Residents) to the RSU Regulations (the “Israeli Appendix”) and the Recipients who are residents of China, including the Appendix (for Chinese Residents) to the RSU Regulations (the “Chinese Appendix”)).
HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB

(ii)

If the RSU Regulations are amended pursuant to Article 5.12 of the RSU Regulations and the Corporation expressly indicates to you in the proposal of the amendment by any of the manners pursuant to Article 5.13 that such amendment shall be retroactively effective to the date of enactment of the RSU Regulations, such amendment shall be retroactively effective to such date of enactment of the RSU Regulations to the extent permitted under applicable law.

(5)	Other Handlings

For the Recipients who are not residents of Japan, the appendix to this notice titled Appendix for Non-Japanese Resident (the “Global Appendix”) shall also apply.

(6)	Confirmation and Consent Regarding Granting of RSUs

By clicking the Accept and Agree button displayed in My Equity of Equity Gateway, it is confirmed that you have understood the contents of this notice as well as the RSU Regulations, and it is deemed that you have agreed to the following matters. If clicking the Accept and Agree button is not confirmed within 60 days from the Grant Date, it will be deemed that you have waived all your rights to receive the RSUs granted to you by this notice:

HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB

(i)

The RSUs specified in this notice are hereby granted to you.

(ii)

You will comply with the provisions of the RSU Regulations (including the Israeli Appendix and the Chinese Appendix, to the extent applicable) and this notice (including the Global Appendix, to the extent applicable).

(iii)

For U.S. residents, the U.S. Prospectus that can be found on Document Library under Resources of Equity Gateway is deemed to have been received by you.

(iv)

When the RSUs granted to you are vested in accordance with the RSU Regulations, the notice concerning the subscription and allotment of the shares to be delivered (fulfilling the requirement of notification pursuant to Article 203, Paragraph 1 and Article 204, Paragraph 3 of the Companies Act of Japan) and, if applicable, the prospectus concerning the offering of the shares to be delivered and its amendments (fulfilling the requirement under Article 15, Paragraph 2 through Paragraph 4 of the Financial Instrument and Exchange Act of Japan) will be posted in Equity Gateway. The documents are deemed to have been received by you when the notice of delivery of such documents is posted on the system.

(v)

You hereby authorize the Corporation or the Corporation’s agent, on behalf of you, (a) to prepare an application form for subscription of shares which have been notified to you in accordance with item (iii) above; (b) to fill out the necessary information and submit such share application form to the Corporation under Article 203, Paragraph 2 of the Companies Act; and (c) to take other measures required to complete the procedures for you to receive the shares pursuant to the RSU Regulations.

(vi)

Pursuant to Article 5.1, Paragraph 3 of the RSU Regulations, when a Group Company withholds any income tax and any other taxes or public charges upon vesting, you shall pay an amount equivalent to such withholding amount by selling a portion of your shares to be delivered upon vesting to cover such amount or by any other method designated by the Group Company.

End

Sony Group Corporation

Appendix for Non-Japanese Residents (the “Global Appendix”)

Restricted Stock Units

Please read the general wording below and the country specific wording (if any) which may apply depending on your location.

Agreement to Terms and Conditions

By accepting the restricted stock units granted by Sony Group Corporation (the “Corporation”) to you (your “Award”), you also accept the terms and conditions in this Appendix for Non-Japanese Residents (this “Appendix”). The Notice of Granting RSUs, the Restricted Stock Unit Regulations (the “RSU Regulations”), the U.S. Prospectus (if applicable) and this Appendix are the documents that govern your Award (the “Award Documents”).

Capitalized terms not defined in this Appendix will have the meaning given to them in the RSU Regulations.

English Language

In the event of any discrepancy between the English language version of the Award Documents and any versions provided to you in another language, you acknowledge that the English version will prevail. You also confirm that you fully understand the contents of the English language version of the Award Documents. By accepting your Award, you acknowledge that you do not need a translation of the Award Documents.

No Public Offer

Your Award is being offered to you in your capacity as an officer or employee of the Group Companies (as defined in the RSU Regulations). This is a private placement directed at certain directors, officers and key employees of the Corporation or its Group Companies in its sole discretion. The offering is not intended for the general public and may not be used for any public offer which requires a prospectus (with the exception of the offer to officers or employees in the United States).

Rights granted to you under the Award are personal and may not be transferred, except in the very limited circumstances prescribed in the applicable Award Documents.

Eligibility to participate in the Award, and any subsequent offers and participation, are not intended to constitute a public offer in any jurisdiction. You should therefore keep all Award Documents confidential and may not reproduce, distribute or otherwise make public any such documents without the Corporation’s express written consent.

Offer Not Generally Registered or Approved; No Prospectus; Resale Restrictions

WARNING: No registration outside of the United States: you acknowledge that the Award and Award Documents have not been authorized or approved by any applicable securities authorities and may have been offered pursuant to an exemption from registration in your local jurisdiction. The regulatory bodies in your jurisdiction accept no responsibility for the accuracy and completeness of the statements and information contained in the Award Documents and take no liability whatsoever for any loss arising from reliance upon the whole or any part of the contents of the Award Documents.

WARNING: No prospectus outside of the United States: you acknowledge that no prospectus or similar offering or registration document has been prepared, authorized or approved by any applicable authority in your jurisdiction in connection with your Award.

WARNING: Restricted resale: you acknowledge that the Shares (as defined in the RSU Regulations) you may acquire upon settlement of your Award may be subject to restrictions on transfer and resale in your local jurisdiction. You agree that you will comply with any such restrictions, including that you will not offer, sell, advertise or otherwise market the Shares (or cause any of these to occur) in circumstances which constitute any type of public offering of securities, unless an exemption applies.

Cash Settlement

In any jurisdiction where it would breach any law or regulation to settle your Award in Shares or where for some practical reason the Corporation decides it is necessary or desirable to settle your Award in a form other than in Shares, then your Award will be settled in full or in part in cash. You acknowledge that any dividend equivalent payable in relation to your Award may be settled in cash instead of Shares.

No Legal or Financial Advice

You agree and acknowledge that neither the Corporation, nor any person or entity acting on their behalf has provided you with any legal, investment, tax or financial advice with respect to your participation in the RSU Regulations, your Award or any Shares or cash acquired upon settlement of your Award, and you should not rely on the Corporation, nor any person or entity acting on their behalf for an assessment of any legal, investment, tax or financial consequences to you with respect to such participation. Your Award is in no way secured, guaranteed or warranted by the Corporation.

You are advised to exercise caution in relation to the offer and/or grant of your Award. If you are in doubt about any of the contents of the Award Documents, you are advised to consult with your own legal, investment, tax or financial advisor the consequences to you with respect to your participation in the RSU Regulations, your Award or any Shares or cash acquired upon settlement of your Award. You acknowledge that you have been given adequate opportunity to obtain such advice.

Data Protection

By accepting your Award, you acknowledge that your Award is subject to any data protection policy, information security documents and any other applicable data privacy policies of the Corporation and/or a third party designated by the Corporation who manages services to administrate your Units and Shares, which are consistent with such policies of the Corporation.

Acknowledgment of Tax Responsibility

In most countries, receiving an Award will have tax consequences, including reporting, compliance and payment liability. By accepting your Award, you acknowledge and agree that all payments made with respect to your Award may be subject to tax and/or social security in the country where you are employed, reside or are otherwise subject to tax. You acknowledge that the Corporation may withhold amounts and make arrangements as considered necessary to meet any tax or social security liability. This may include withholding amounts at the locally applicable maximum rates. Your liability may also exceed any amounts withheld and paid on your behalf.

You acknowledge that the Corporation does not guarantee any particular tax treatment in relation to your Award and you agree to be responsible for and bear any liability for any personal tax and social security charges, or similar charges, that arise in respect of your Award or your participation in the RSU Regulations. You agree to indemnify the Corporation and agree to make any arrangements deemed appropriate by the Corporation in order to satisfy such payments.

You agree to enter into any tax elections as may be requested by the Corporation for particular tax and/or social security treatment, whether in respect of your Award or any Shares acquired by you on the vesting of your Award.

Any tax information provided is for reference purposes only.

The Corporation is not providing any tax advice to you and you should consult your own tax advisor regarding the tax consequences of your Award.

Adequate Information

By accepting your Award, you certify that you: (i) have been given all relevant information and materials with respect to the Corporation’s operations and financial condition and the terms and conditions of the Award as set out in the Award Documents; (ii) have read and understood such information and materials; (iii) are fully aware and knowledgeable of the terms and conditions of the Award as set out in the Award Documents; (iv) completely and voluntarily agree to the terms and conditions of the Award as set out in the Award Documents; and, (v) consent to the use of electronic communications in connection with your Award and the RSU Regulations and consent to contracting electronically with the Corporation (or other parties, as applicable). All Award Documents may be communicated and stored electronically using means that are secure, private and accessible to the relevant parties.

The information provided does not take into account your objectives, financial situation or needs.

You have had the opportunity to ask questions and receive answers from the Corporation regarding the contents and the terms and conditions of the Award Documents. If you do not understand the contents of the Award Documents, you should consult an authorized financial advisor.

10.

Risk Warnings

Share price risk: there is a risk that the Shares awarded to you under the RSU Regulations may fall as well as rise in value. Market forces will impact the price of the Shares awarded to you, and in the worst case, the market value of the Shares may become zero. You agree that the Corporation and its Group Companies are not liable for any loss due to movements in Share value. More information in relation to the Corporation, including the share price, can be found at https://www.sony.com/en/SonyInfo/IR/.

Currency risk: As the Shares are traded in Japanese Yen, which is not the currency in your jurisdiction, the value of the Shares awarded to you may also be affected by movements in the exchange rate. You agree that the Group Companies are not liable for any loss due to changes in any exchange rate or any charges imposed in relation to the conversion or transfer of money.

11.

No Retention or Employment Rights

All benefits granted under any Award, are an extraordinary payment and may not, in any way, be considered part of your normal remuneration. All Awards are personal to you and are non- transferable.

The forfeiture (including reduction, cancellation or recoupment) provisions relating specifically to your participation under the RSU Regulations are prescribed in the Award Documents. Nothing in the Award Documents: (i) will be taken into account in determining your wages, salary, remuneration or severance pay upon termination of your employment for any reason (whether or not found to be invalid, unlawful or in breach of employment laws in the jurisdiction where you are employed or providing services or the terms of the your employment or service agreement, if any), bonuses, pension or retirement payments, or any similar payments to any of the foregoing; (ii) provides you with the right to receive a grant of awards in the future; (iii) has any influence on the terms or amount of any award that you may be granted in the future; (iv) provides or implies any expectation or right to your continued employment or service with the Corporation and/or any company within the Sony Group or, (v) guarantees that awards will vest.

You acknowledge that the Corporation’s decision to grant your Award is strictly discretionary and that you have no automatic right to participate in the RSU Regulations. The Corporation may at any time in its sole discretion, decide to modify, suspend or cease offering future Awards to employees.

You acknowledge that you are not automatically entitled to the exercise of any discretion under the RSU Regulations in your favour and that you do not have any claim or right of action in respect of any decision, omission, or discretion which may operate to your disadvantage. You accept that decisions made on behalf of the Corporation in respect of the Award Documents are final and binding in all respects.

You agree to waive all rights which might arise in connection with the RSU Regulations, other than the right to acquire Shares or cash (subject to and in accordance with the RSU Regulations), in consideration for and as a condition of your Award.

You acknowledge that you do not have any right to compensation or damages for any loss (actual or potential) in relation to the RSU Regulations or your Award.

You acknowledge that no Award Document forms part of your employment or service agreement with your employing entity and the Award Documents do not in any way change the terms of such agreement. The RSU Regulations are offered and administered by the Corporation and not by your employing entity (if different). All Award Documents, and any links by which you may access these documents, originate from and are maintained by the Corporation.

12.

Exchange Controls & Reporting Requirements

You agree that you are solely responsible for complying with any exchange control regulations or foreign asset reporting requirements which apply to you with respect to your Award, and the Corporation will not be responsible for obtaining exchange control approval on your behalf. In the event that you fail to obtain any required exchange control approval, the Corporation will not be liable in any way for any resulting fines or penalties. You should seek independent professional advice if you are unsure about your foreign exchange obligations as a result of your participation in the RSU Regulations.

13.

Insider Trading & Market Abuse

You acknowledge that rules on dealing notification, insider trading and market abuse (including the terms of any relevant dealing policy) may from time to time apply to the Awards and related benefits, and may prohibit or delay actions or decisions in relation to such payments or benefits. You agree that you are solely responsible for compliance with such rules and that the Corporation is not liable for any loss due to such rules or for any breaches of such rules by you.

14.

Mobile Employees

If you are a mobile employee, meaning that you are based in different jurisdictions during the course of your employment and the vesting period of your Award, or that you are or may be subject to tax in more than one country, you are strongly encouraged to inform the Corporation and to speak with a personal tax advisor regarding the tax treatment of your Award.

15.

Severability

In the event any provision or part of this Appendix is found to be invalid or unenforceable, the other provisions of this Appendix shall remain effective and not be affected thereby.

16.

Governing Law

The RSU Regulations are governed as prescribed in the RSU Regulations and you waive any entitlement to have any Award related disputes determined under an alternative jurisdiction except as required by applicable laws.

European Union specific wording

17.

If you are subject to the laws of an EU Member State

This offer is being made to selected individuals as part of an officer or employee incentive programme in order to provide an additional incentive and to encourage officer or employee share ownership and to increase your interest in the Corporation’s success. The Shares which are the subject of these rights are new and existing ordinary Shares in the Corporation. More information in relation to the Corporation including the share price can be found at the following web address: https://www.sony.com/en/SonyInfo/IR/.

Details of the offer can be found in the Award Documents.

The obligation to publish a prospectus in the EU 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 1,353,928.

Country specific wording

18.

If you are subject to the laws of Australia

Securities: The offer to participate under the RSU Regulations is made in reliance of Division 1A of Part 7.12 of the Corporations Act 2001 (Cth) (Act).

A copy of the RSU Regulations is available in the HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB. The Corporation undertakes, on request, at no charge and within 10 business days, to provide you with a full paper copy of the RSU Regulations.

Any documents and/or information given by the Corporation, your employer, the nominee and /or any Group Company in connection with any offer made under the RSU Regulations or any Award granted pursuant to the RSU Regulations is general advice only and does not take into account your objectives, financial situation and needs. This document does not constitute investment advice and does not constitute financial product advice as defined in the Act and the Corporation makes no recommendation about whether you should participate in this offer. You should consider obtaining your own financial product advice from a suitably qualified and licensed financial, taxation or other professional adviser regarding your participation in the RSU Regulations based on your own personal circumstances.

Grant: You cannot acquire any Awards earlier than 14 days after the date on which you receive the Notice of Granting RSUs.

Acquisition price: Awards will be acquired free of charge, and the Shares you may acquire upon vesting of your Award will be acquired at the market value on acquisition in an acceptable method of payment specified by the Corporation or the applicable Group Company.

Please note that the market value of the Shares can be ascertained by visiting the website of the Tokyo Stock Exchange at the following link: https://www.jpx.co.jp/. The Australian dollar equivalent of that price can then be ascertained by applying the prevailing exchange rate published by the Reserve Bank of Australia, which is accessible at the following link: http://www.rba.gov.au/statistics/frequency/exchange-rates.html.

Nominee: Any Shares you acquire from your Award may be held in a nominee account on your behalf after vesting. A copy of the terms and conditions relating to the nominee arrangement can be found here: HTTPS://SONY.GLOBALSHARESEQUITY.CO.UK/EN-GB. The Corporation undertakes, on request, at no charge and within 10 business days, to provide you with a full copy of the terms and conditions relating to the nominee arrangement.

Risk warning: As with any investment, there may be risks involved in receiving a grant of Awards and acquiring Shares upon the vesting of Awards. To the extent you are eligible to receive Awards or Shares, factors such as, but not limited to, performance of the Corporation and/or the Group Companies, the performance of the economy, general financial market conditions, and movements in the JPY/AUD exchange rate may impact the extent to which the conditions attached to your Awards are satisfied, and/or the market value of the Shares (which may fluctuate and fall depending on those factors) – this will impact the value of any Shares you may receive upon exercise of your Awards, the value of any Shares and the value you ultimately receive when you sell or transfer any of your Shares.

The above information comprises general information only about the risks of acquiring and holding Shares. There may be other risks relating to the RSU Regulations that are specific to your circumstances. As a result, it is recommended that you seek advice from a licensed professional as to whether or not participation in the RSU Regulations is suitable for you.

Misleading statements and omissions:

(a)

The RSU Regulations and any ancillary documents (together, Offer Disclosure Information) are taken to include any term that is required to be included by s 1100Z(1) of the Act together with those matters that may be included in accordance with s 1100Z(3) of the Act.

(b)

This means that in respect of the Offer Disclosure Information (among other matters):

(i)

it must not include any misleading or deceptive statements and must not omit any information that would result in the Offer Disclosure Information being misleading or deceptive;

(ii)

the Corporation must provide you with updated RSU Regulations (Subsequent Disclosure Information) as soon as practicable after becoming aware that the original documents have become out of date or otherwise not correct in a material respect; and

(iii)

if you, after receiving the Offer Disclosure Information or Subsequent Disclosure Information (as applicable), have suffered loss or damage because of a contravention of (i) or (ii) above, you may be able to recover the amount of that loss or damage from certain persons (including the Corporation, any of its directors or any person named in the relevant Offer Disclosure Information or Subsequent Disclosure Information (as applicable) with their consent) as provided for in s 1100Z(2) of the Act but such a person will not be liable for any such loss or damage in certain circumstances set out in s 1100Z(3) of the Act, including where that person made all inquiries (if any) that were reasonable in the circumstances and after doing so believed on reasonable grounds that the statement was not misleading or deceptive.

Other terms required by the Act:

(a)

The terms of the offer include (as if they were set out in full in the offer) each other term (if any) as is required to be included in the terms of the offer by:

(i)

Division 1A of Part 7.12 of the Act (in order for that Division to apply) so as to ensure that the offer of Awards under this offer is covered by section 1100Q of the Act; or

(ii)

any other applicable law.

(b)

If the Corporation becomes aware of any such term, it will, on request by you, provide a copy of the full terms of the offer which include that term.

Data Protection: You consent to your employer, any of its related bodies corporate or any third-party, collecting the personal information (including sensitive information) necessary to administer the plan and disclosing any personal information necessary to administer the plan to the Corporation, any of its related bodies corporate or any third-party engaged to assist in implementing the RSU Regulations, who may be situated in or outside Australia including in jurisdictions that may not afford your information the same level of protection as under Australian laws do; and your employer will not be required to take steps to ensure that the Corporation, any of its related bodies corporate or any third-party engaged to assist in implementing the RSU Regulations do not breach the Australian Privacy Principles.

You acknowledge that neither the Corporation (nor any other company within the Sony Group) will be required to take steps to ensure that any of its related bodies corporate or any third-party engaged to whom your personal information is disclosed do not breach data privacy principles.

Tax: This is a scheme to which Subdivision 83A-C of the Income Tax Assessment Act 1997 applies, subject to the requirements in that Act.

19.

If you are subject to the laws of Brazil

The Awards 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) (CVM). Therefore, the Awards 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 regulations.

If you are employed in Brazil, then by accepting your Award you agree and acknowledge that (i) neither your employer nor any person or entity acting on behalf of your employer has provided you with financial advice with respect to your Award or the Shares acquired upon settlement of your Award; and (ii) your employer does not guarantee a specified level of return on your Award or the Shares.

20.

If you are subject to the laws of Canada

Resale: In addition to any restrictions on resale and transfer noted in the Award Documents, Shares acquired pursuant to the Award Documents will be subject to certain restrictions on resale imposed by Canadian provincial securities laws (in general, participants in the offering who are resident in Canada may not resell their Shares to Canadian purchasers). Accordingly, prospective participants are encouraged to seek legal advice prior to any resale of such Shares.

Securities: By accepting your Award, you represent and warrant to the Corporation that your participation under the RSU Regulations is voluntary and that you have not been induced to participate by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable.

Settlement of Awards: Your Award cannot be settled in cash or using Shares purchased on the market. Your Award will only be settled using treasury Shares or newly issued Shares of the Corporation.

21.

If you are subject to the laws of China

The RSU Regulations and your employing entity have been registered with the State Administration of Foreign Exchange in China (SAFE), to enable you to receive Shares under the RSU Regulations. As a term of the SAFE consent, certain procedures must be followed.

You agree that you shall acquire the Shares by paying cash in an amount equal to the Issue/Disposal Price (as defined in the RSU Regulations) to the Corporation. You further agree that in order to assist with your acquisition of the Shares, your employer is authorized to pay such amount on behalf of you and Sony (China) Limited is authorized to first receive such amount and then transfer it through its foreign exchange special bank account to the Corporation.

By accepting your Award you acknowledge that if you sell all or part of the Shares held by you, which were acquired in connection with your Award(s) in accordance with the RSU Regulations, the proceeds of such sale shall be repatriated to your account in China (to the extent you have not already sold such Shares) within 6 months upon receipt of the proceeds. For the avoidance of doubt, this restriction applies whether you have ceased your employment or not.

You agree that the Corporation is authorised to instruct its designated broker to assist with the repatriation of sale proceeds of such Shares (on your behalf pursuant to this authorisation) and you expressly authorise the Corporation’s designated broker to complete the repatriation of sale proceeds of such Shares. You acknowledge that the Corporation’s designated broker is under no obligation to arrange for the repatriation of sale proceeds of such Shares at any particular foreign exchange rate.

Upon the sale of the Shares, the Corporation agrees to pay you the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your Award and legally applicable to you.

You agree that the Corporation and/or other companies in the Sony Group (including your employer) may provide your information to any third parties (including persons acting as agents or external consultants of the Corporation and/or other companies in the Sony Group (including your employer)) for the purpose of management and registry of the RSU plan and your Award, and you understand that you will be duly provided with such third party recipient’s name and contact information. Also, you agree that the Corporation and/or other companies in the Sony Group (including your employer) may transfer your personal information to countries and regions outside of mainland China for the purpose of management and registry of the RSU plan and your Award.

The collection, use, process and transfer of your personal information is subject to the PRC Personal Information Protection Law and you are entitled to statutory rights and remedies thereunder. In order to exercise such rights, you can contact the Secretariat of the Stock Option Plan, Corporate Human Resources, Sony Group Corporation or the Human Resources Department of Sony Corporation of America (the contact information will be provided separately).

22.

If you are subject to the laws of India

The securities described in the Award Documents are being offered only to a select number of qualifying employees of the Corporation, its subsidiaries or any associated company. Such employees may not be acting on behalf of or as an agent for any other person. Securities under the RSU Regulations will not be available for subscription or purchase by any other person.

The Award Documents do not invite offers from the public for subscription or purchase of the securities of any body corporate under any law for the time being in force in India. The website of the Corporation is not a prospectus under the applicable laws for the time being in force in India. The Corporation does not intend to market, promote, or invite offers for subscription or purchase of the securities of any body corporate by virtue of providing you with any of the Award Documents. The information provided in the Award Documents is for record only. Any person who subscribes or purchases securities of any body corporate should consult their own investment advisers before making any investments. The Corporation shall not be liable or responsible for any such investment decision made by any person.

23.

If you are subject to the laws of Malaysia

If you are employed in Malaysia, you should note that the grant of Awards in Malaysia constitutes or relates to an 'excluded offer', 'excluded invitation' or 'excluded issue' pursuant to Sections 229 and 230 of the Malaysian Capital Markets and Services Act 2007.

Copies of the Award Documents may have been delivered to the Securities Commission of Malaysia. The Award Documents do not constitute, and may not be used for the purpose of, a public offering or issue, offer for subscription or purchase, invitation to subscribe for or purchase of any securities requiring the registration of a prospectus with the Securities Commission in Malaysia under the Capital Markets and Services Act 2007.

24.

If you are subject to the laws of Portugal

Your Award and the benefits provided under the Award are in no way secured, guaranteed or warranted by the Corporation or your employer and the Corporation and your employer does not guarantee a specified level of return on your Award or the Shares you receive upon settlement of your Award. You expressly acknowledge that there is no obligation on the part of the Corporation or your employer to implement the RSU Regulations and grant any Award in subsequent years.

25.

If you are subject to the laws of Singapore

You acknowledge that the Award Documents have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Appendix and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Shares may not be circulated or distributed, nor may the Shares 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 Awards under the RSU Regulations 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).

26.

If you are subject to the laws of South Korea

If you are employed in the Republic of Korea then, notwithstanding anything set forth in the Award Documents, your Award is granted by Sony Group Corporation, not your local employer.

27.

If you are subject to the laws of Switzerland

The offering of Awards under the RSU Regulations in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FinSA) because such offering by the Corporation is made exclusively to current or former members of the board of directors, members of the management board or employees of the Corporation and its affiliates. The Award Documents do not constitute a prospectus pursuant to FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of Awards.

28.

If you are subject to the laws of the UK

Details of the offer can be found in the Award Documents.

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 1,353,928.

Nothing in the terms of the Awards or any communication issued to you in connection with the Awards is intended to constitute investment advice in relation to the Awards. If you are in any doubt as to whether to proceed in participating under the RSU Regulations or in connection with your own financial or tax position, you are recommended to seek advice from a duly authorised independent adviser.

29.

If you are subject to the laws of the United States

(1)

Fair Market Value.

For purposes of determining any income tax imposed on you, unless otherwise determined by the Corporation, fair market value shall be the closing price of the Corporation’s common stock on the Tokyo Stock Exchange (“TSE”) as of the trading day immediately preceding the Vesting Date. In the event that the common stock ceases to trade on the TSE, fair market value shall be as determined by the Corporation in its sole discretion.

(2)

Section 409A of the Code.

If you are a U.S. taxpayer, the intent of the parties is that your grant of Awards under the RSU Regulations complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder, including the exemptions therefrom (“Section 409A”), and, with respect to Awards granted to U.S. taxpayers, the RSU Regulations shall be administered accordingly, and interpreted and construed on a basis consistent with such intent, to the maximum extent permitted by applicable law . To the extent that any provision of the RSU Regulations would fail to comply with the applicable requirements of Section 409A, the Corporation may, in its sole and absolute discretion and without requiring your consent, make such modifications to the RSU Regulations and/or payments to be made thereunder to the extent it determines necessary or advisable to comply with the requirements of Section 409A; provided, however, that the Corporation shall in no event be obligated to pay any interest, compensation, or penalties in respect of any such modifications. Such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Corporation of the applicable provision without violating the provisions of Section 409A. You acknowledge that the Corporation is authorized to amend the RSU Regulations, to void or amend any election made by you under the RSU Regulations, and/or to delay the payment of any amount or benefit under the RSU Regulations, in each case, in such manner as may be determined by the Corporation, in its sole and absolute discretion, to be necessary and appropriate to comply with Section 409A. You hereby release and hold harmless the Corporation, its directors, officers, and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees, or other liability incurred by you as a result of the application of Section 409A. Nothing in the RSU Regulations shall be construed as a guarantee of any particular tax effect for your Award and the Corporation does not guarantee that any compensation or benefits provided under the RSU Regulations will satisfy the provisions of Code Section 409A. In no event shall the Corporation be required to pay you any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid or promised to you hereunder based on the Corporation’s reasonable good-faith interpretation of Section 409A. By accepting the Award, you hereby indemnify the Corporation for any liability that arises as a result of Section 409A with respect to your Award.

Notwithstanding anything in the RSU Regulations, the date of issuance or the transfer of the Shares may be no later than two and a half months following the calendar year in which your Award vests.

(3)

Compliance with law.

If the disposition of Shares you acquired pursuant to the RSU Regulations is not covered by any registration statement under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act, and the Corporation may require you, as a condition precedent to receipt of such Shares, to represent to the Corporation in writing that the Shares you acquired are acquired for investment only and not with a view to distribution and that such Shares shall be disposed of only if registered for sale under the Securities Act or if there is an available exemption for such disposition.

Sony Group Kabushiki Kaisha S-8

Exhibit 5.1

November 22, 2023

Sony Group Corporation

7-1, Konan 1-chome

Minato-ku, Tokyo 108-0075

Japan

Ladies and Gentlemen:

We have acted as Japanese counsel to Sony Group Corporation, a corporation organized under the laws of Japan (“Sony”) in connection with the Registration Statement as defined below. Sony has requested our opinion in connection with a Registration Statement on Form S-8 (the “Registration Statement”) which is (i) to be filed by it with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Act”); and which (ii) relates to an aggregate of 831,745 shares of its common stock of Sony (the “Shares”) which will be issued or disposed pursuant to the Restricted Stock Units Regulations (the “RSU Regulations”) and the notice of granting RSUs (the “Notice of Granting RSUs”) for the Fifth and Sixth Series RSUs (the “RSUs”) of Sony to Executives and employees of Sony and its subsidiaries.

For the purposes of giving this opinion, we have examined, among other things, the following documents:

(a)	certified copies of the Commercial Register, the Articles of Incorporation, the Regulations of the Compensation Committee, the RSU Regulations and the Share Handling Regulations of Sony; and

(b)	form of the Notice of Granting RSUs.

We have also examined such certificates and corporate documents of Sony and such other matters, documents and records, and considered such questions of the laws of Japan, as we have deemed necessary or appropriate for the purpose of rendering the opinions hereinafter set forth.

Based on the foregoing, we are of the opinion that, upon due authorization of all necessary corporate actions of Sony and when the necessary procedures pursuant to the Japanese Companies Act have been completed and the Shares are issued or disposed by Sony in accordance with such necessary corporate actions and procedures, the RSU Regulations and the Notice of Granting RSUs, the Shares will be validly issued or disposed, fully paid and non-assessable.

In rendering the foregoing opinions, we have relied (without having conducted any independent investigation with respect thereto) as to certain factual matters, upon the documents referred to in (a) and (b) above, and certificates of officers or any other authorized persons of Sony or public officials as to the correctness and conformity of the statements with the relevant facts thereof included, expressly or impliedly, therein.

We have assumed, for the purpose of rendering this opinion, that (i) all signatures or seal impressions on any documents we reviewed are true and genuine; (ii) all documents submitted to us as originals are authentic and complete; (iii) all documents submitted to us as copies are complete and conform to the originals thereof that are authentic and complete; (iv) all documents submitted to us as forms are executed in such forms; (v) all natural person-signatories who have executed or delivered the RSU Regulations and other documents related thereto on behalf of the relevant parties thereto have and had at the relevant times the sufficient legal capacity to take such actions; (vi) each of the RSU Regulations and other relevant documents is within the capacity and powers of and have been duly authorized by all the parties thereto (other than Sony); (vii) each of the RSU Regulations and other relevant documents has been duly executed and delivered by all the parties thereto (other than Sony); (viii) nothing in the applicable law of any jurisdiction other than Japan would conflict with, or preclude the performance, legality, validity, effectiveness or enforcement of, any of the RSU Regulations and other relevant documents; and (ix) the RSU Regulations and other relevant documents are legal, valid and binding on the parties thereto and enforceable in accordance with their respective terms under their respective governing laws (other than the laws of Japan). We have not independently verified any of the matters referred to in (i) through (ix) above.

The foregoing opinions are qualified by and subject to the limitations, set forth below:

(i)

This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any other matters or documents not specifically referred to herein. Without any prejudice to the generality of the foregoing, nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties (other than those expressly provided herein), or other information contained in the documents referred to in (a) and (b) above or in any other document examined in connection with this opinion letter except as expressly confirmed herein.

(ii)	We are members of the bar of Japan and our opinion is limited solely to the laws of Japan effective as of the date hereof.

(iii)

We neither express nor imply any view or opinion with regard to the requirements of any state or country other than Japan.

(iv)	The opinions expressed above are subject to applicable bankruptcy, civil rehabilitation, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the rights of creditors generally.

(v)	The opinions expressed above are subject to any applicable statutes of limitation, appropriate court procedures, the public order or policy, good morals doctrine, the good faith and fair dealing doctrine and the abuse of rights doctrine.

(vi)	The above opinions do not cover any matters related to tax laws, treaties, regulations or guidelines (except where we have affirmatively opined on such matters in the opinions above).

(vii)

In the opinions herein, Japanese legal concepts are expressed in English terms and not in their original Japanese terms. The concepts concerned may not be identical to the concept described by the equivalent English terms as they exist under the laws of other jurisdictions.

(viii)

We express no opinion as to any amendments, supplements, renewals, extensions or other modification of any documents referred to herein which may be made after the delivery of this opinion.

We consent to the inclusion of this opinion as part of the Registration Statement and to reference to our firm therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules promulgated thereunder.

	Very truly yours,
	/s/ Nagashima Ohno & Tsunematsu

(MI)

Sony Group Kabushiki Kaisha S-8

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sony Group Corporation (Sony Group Kabushiki Kaisha) of our report dated June 20, 2023 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Sony Group Corporation’s Annual Report on Form 20-F for the year ended March 31, 2023.

/s/ PricewaterhouseCoopers Aarata LLC

Tokyo, Japan

November 22, 2023

Sony Group Kabushiki Kaisha S-8

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8
(Form Type)

Sony Group Kabushiki Kaisha

(Exact name of Registrant as specified in its charter)

Sony Group Corporation

(Translation of Registrant’s name into English)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, reserved for issuance pursuant to the Fifth and Sixth Series Restricted Stock Units of Sony Group Corporation	Other (2)	831,745	¥13,023 $87.06	¥10,831,815,135 $72,410,021.63	0.00014760	$10,687.72
Total Offering Amounts					$72,410,021.63		$10,687.72
Total Fee Offsets							N/A
Net Fee Due							$10,687.72

(1) Consists of shares of common stock (the “Common Stock”) of Sony Group Corporation (the “Registrant”) to be disposed upon vesting of restricted stock units pursuant to the Fifth and Sixth Series Restricted Stock Units of Sony Group Corporation (the “Plan”). Such indeterminable number of additional shares of Common Stock as may be disposable pursuant to the operation of the recapitalization and adjustment provisions of the Plan are also registered hereby.

(2) The Proposed Maximum Offering Price Per Unit of Common Stock has been calculated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). The Proposed Maximum Offering Price Per Unit of Common Stock is based on ¥13,023 per share, the average of the high and low prices of the Common Stock, as reported on the Tokyo Stock Exchange on November 17, 2023. The Proposed Maximum Offering Price Per Unit of Common Stock is converted to U.S. dollars based on the New York foreign exchange rate for November 17, 2023 of ¥149.59 = $1.00 as published in the Wall Street Journal on November 17, 2023.

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