Introduction

Sony Group Corporation is governed by the Board, the members of which are elected at the Ordinary General Meeting of Shareholders. Under the Companies Act, a “Company with Three Committees” is required to have three committees: a Nominating Committee, an Audit Committee and a Compensation Committee, each consisting of Directors appointed by the Board. The Companies Act also requires the Board to appoint Corporate Executive Officers (Shikko-yaku), who make decisions regarding the execution of Sony’s business activities within the scope of the authority delegated to them by the Board. Sony Group Corporation has appointed its CEO, who is responsible for Sony’s overall management, and other officers who are responsible for important and extensive headquarters functions as Corporate Executive Officers. Sony Group Corporation has also appointed Corporate Executive Officers, including the CEO and other executives, that assume important roles in the management of Sony as Senior Executives. In addition, Sony has designated management team members as Business CEOs, Chief Officers, or Corporate Executives in accordance with their respective roles and responsibilities.

Corporate Governance Structure

• *Senior Executives: Corporate Executive Officers and certain other senior officers that assume important roles in the management of Sony

• Sony Group Portal Website | Executives

Board of Directors

Members: 10 Directors including 8 outside Directors

• *1An outside Director who satisfies the requirements under Item 15, Article 2 of the Companies Act of Japan.
• *2Individuals of non-Japanese nationality or who were born outside Japan.
• *3Executive Directors Hiroki Totoki and Lin Tao have comprehensive knowledge of each business within the Sony Group and play important roles in developing and executing the overall management strategies of the Sony Group.

Purpose/Authority

• To determine Sony’s fundamental management policies
• To oversee the management of Sony’s business operations as an entity independent from Sony’s management
• To appoint and dismiss the statutory committee members
• To appoint and dismiss Corporate Executive Officers and oversee the status of appointment/dismissal of Senior Executives other than Corporate Executive Officers
• To appoint and dismiss Representative Corporate Executive Officers

For the matters to be decided by the Board and the matters to be reported to the Board, refer to the page below.

• The Board Charter

Policy Regarding Composition of the Board

With a view toward securing effective input and oversight by the Board, the Nominating Committee reviews and selects candidates for the Board with the aim of assuring that a substantial part of the Board is comprised of qualified outside Directors that satisfy the independence requirements established by Sony and by law. The Nominating Committee selects candidates that it views as well-suited to be Directors in light of the Board’s purpose of enhancing Sony’s corporate value. The Nominating Committee broadly considers various relevant factors, including a candidate’s capabilities (such as the candidate’s work and other experience, achievements and expertise), availability, and independence, as well as diversity, including gender and internationality, in the boardroom, the appropriate size of the Board, and the knowledge, experience and talent needed for the role. Under the Charter of the Board (the “Board Charter”), Sony Group Corporation also requires that the Board consist of not fewer than 8 Directors and not more than 14 Directors. In addition, since 2005 the majority of the members of the Board have been outside Directors.

Qualifications for Directors and Limitation of Re-election

The qualifications for Directors of Sony Group Corporation under the Board Charter are generally as summarized below. As of June 23, 2026, all Directors satisfy the qualifications for Directors as set forth below, and all outside Directors satisfy the additional qualifications for outside Directors and are also qualified and designated as Independent Directors under the Securities Listing Regulations of the Tokyo Stock Exchange.

Director Qualifications

• He/she shall not be a director, a statutory auditor, a corporate executive officer, a general manager or other employee of any company in competition with Sony in any of Sony’s principal businesses (a “Competing Company”) or own 3% or more of the shares of any Competing Company.
• He/she shall not be or have been a representative partner or partner of Sony’s independent auditor in the three years before being nominated as a Director.
• He/she shall not have any connection with any matter that may cause a material conflict of interest in performing the duties of a Director.

Additional Qualifications for Outside Directors

• He/she shall not have received directly from Sony, during any consecutive twelve-month period within the last three years, more than an amount equivalent to 120,000 USD, other than Director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
• He/she shall not be an executive director, corporate executive officer, general manager or other employee of any company whose aggregate amount of transactions with Sony, in any of the last three fiscal years, exceeds the greater of an amount equivalent to 1,000,000 USD, or two percent of the annual consolidated sales of such company.

Also, each outside Director may be nominated as a Director candidate for re-election up to five times (six years, in total), and thereafter by resolution of the Nominating Committee and by consent of all of the Directors. Even with the consent of all of the Directors, in no event may any outside Director be re-elected more than eight times (nine years, in total).

Reasons for Specification of the Experience and Expertise, etc. Required of Directors of the Corporation

Matters Related to Outside Directors

Sony Group Corporation expects that each outside Director plays an important role in ensuring proper business decisions by Sony and effective input and oversight by the Board through actively exchanging opinions and having discussions about Sony’s business based on his or her varied and broad experience, knowledge and expertise. Considering these expectations, the policy and procedures on the election of Director candidates, including independent outside Director candidates, are set forth as described above. As of June 23, 2026, the Board has 10 Directors, eight of whom are outside Directors. The Chair of the Board is an outside Director; all members of the Nominating Committee, the Compensation Committee and the Audit Committee are outside Directors.

Policy and Procedure for Selection and Dismissal of Senior Executives

Sony Group Corporation appoints Corporate Executive Officers including the CEO and other officers that assume important roles in the management of Sony as “Senior Executives.”
The Board has the authority to appoint and dismiss and assign the roles and responsibilities of, or to request a report regarding such matters for Senior Executives, including the CEO, and exercises such authority as necessary.
In making decisions on the appointment of Corporate Executive Officers, including the CEO, the Board considers whether candidates for CEO meet certain qualifications for the CEO position which are set by the Nominating Committee and whether candidates for other Corporate Executive Officer positions have the necessary skills, capabilities, experiences and achievements that correspond to such Corporate Executive Officers’ expected roles and responsibilities. The Board also receives a report on the status of appointment and dismissal of Senior Executives other than Corporate Executive Officers. The term of office of Senior Executives, including the CEO, is one year. The Board discusses, determines and/or oversees their re-appointment upon the expiration of each term considering the factors described above as well as their latest performance. The Board dismisses a Corporate Executive Officer, as necessary, in the event that the Board recognizes such Corporate Executive Officer is disqualified after discussions amongst the members of the Board or the Nominating Committee, even in the middle of the term for such Corporate Executive Officer.

Nominating Committee

Members: 4 outside Directors

Purpose/Authority

• To determine the content of proposals regarding the appointment/dismissal of Directors to be submitted for approval at a General Meeting of Shareholders
• To evaluate management succession plans, which the CEO develops, for the CEO and other executives designated by the Nominating Committee

The Nominating Committee determines the content of proposals regarding the appointment and dismissal of Directors, considering the policy on composition of the Board, the qualifications for Directors and the limitation of re-election of Directors. Please refer below for more details.

• The Board of Directors

Policy Regarding Composition of the Nominating Committee

Under the Companies Act, the Nominating Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. Also, under the Board Charter, the chair is to be selected from among the outside Directors. In determining whether to appoint or remove a member of the Nominating Committee, continuity of the Nominating Committee shall be duly taken into account. As of June 23, 2026, the Nominating Committee is comprised of four outside Directors.

Management Succession Plans

Management Succession

Sony places priority on CEO succession to realize sustainable value creation throughout the Sony Group. In the CEO succession planning process, the Nominating Committee, composed entirely of independent outside directors, vets potential successors based on the Sony CEO’s qualification. It does so in frequent consultation with executives, including the CEO, and reports its recommendations to the Board of Directors. In addition to CEO succession planning, the Nominating Committee assesses succession plans for Senior Executives with key management responsibilities for individual business units and headquarters functions, based on reports from the management side, including the CEO.

CEO Succession Planning Process

CEO succession planning involves defining the qualifications that Sony seeks in CEOs able to manage its diverse businesses as a unified Group, screening both internal and external candidates, and comparing the two groups, so as to ensure the thoroughly objective evaluation of successor candidates. Sony looks for candidates both internally and externally on a year-round basis. The Nominating Committee narrows down the pool of candidates by vetting them in light of their potential to fulfill the CEO role. In doing so, Nominating Committee members also interact with the candidates not only during formal meetings but also through individual interviews and offsite opportunities, to gain a deeper understanding of each individual. The Committee also reviews both near-term and long-term CEO successor candidates​ based on their anticipated timelines toward becoming CEO.

Audit Committee

Members: 3 outside Directors

Purpose/Authority

• To monitor the performance of duties by Directors and Corporate Executive Officers
  
• To oversee and evaluate the independent auditor

Policy Regarding Composition of the Audit Committee

Under the Companies Act, the Audit Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. In addition, under the Board Charter, each member of the Audit Committee (“Audit Committee Member”) shall satisfy all of the following qualifications:

• He/she shall not be a Director engaged in the business operations of Sony Group Corporation or any of its subsidiaries, a Corporate Executive Officer, an accounting counselor, a general manager or other employee of Sony and
• He/she shall meet the independence requirements or such other equivalent requirements of the U.S. securities laws and regulations as may from time to time be applicable to Sony Group Corporation.

The chair is to be selected from among the outside Directors. The Audit Committee Members shall be selected from among the persons who possess appropriate experience and talent as well as the necessary finance, accounting and legal knowledge to serve on the Audit Committee. In determining whether to appoint or remove the Audit Committee Member, continuity of the Audit Committee shall be duly taken into account.

Moreover, at least one Audit Committee Member shall meet the audit committee financial expert requirements or such other equivalent requirements of the U.S. securities laws and regulations as may from time to time be applicable to Sony Group Corporation. The Board makes a determination on whether or not such Audit Committee Members meet these requirements. As of June 23, 2026, the Audit Committee is comprised of three outside Directors, one of whom (Yoriko Goto) is an “audit committee financial expert” within the meaning of Item 16A of Form 20-F under the Securities Exchange Act of 1934, as amended.

Policy on Selection of Independent Auditor Candidates and Independence of the Independent Auditor

With respect to the candidates for independent auditor nominated by the CEO and other Corporate Executive Officers, the Audit Committee evaluates the nomination prior to making a decision on the candidates. The Audit Committee continues to evaluate the independence, the qualification and the reasonableness as well as the performance of the independent auditor so appointed. For more details on activities of the Audit Committee, please refer to the page below.

• Structure of Audit by the Audit Committee, Internal Audit and Accounting Audit, and Status Thereof

Compensation Committee

Members: 3 outside Directors

Purpose/Authority

• To set policy on the content of individual compensation for Directors, Corporate Executive Officers and other officers
• To determine the amount and content of individual compensation of Directors and Corporate Executive Officers in accordance with the policy, and oversee the determination regarding the amount and content of individual compensation of Senior Executives other than Corporate Executive Officers

Policy Regarding Composition of the Compensation Committee

Under the Companies Act, the Compensation Committee shall consist of at least three Directors, the majority of whom shall be outside Directors. In addition, the chair is to be selected from among the outside Directors. A Director who is a CEO, a Chief Operating Officer (“COO”) or a Chief Financial Officer (“CFO”) of Sony Group Corporation or who holds any equivalent position shall not be a member of the Compensation Committee. In determining whether to appoint or remove a member of the Compensation Committee, continuity of the Compensation Committee shall be duly taken into account. As of June 23, 2026, the Compensation Committee is comprised of three outside Directors.

Basic Policy Regarding Director and Senior Executive Remuneration

The basic policy regarding remuneration for respective Directors and Senior Executives including Corporate Executive Officers​ determined by the Compensation Committee is as follows:

Basic Policy Regarding Director Remuneration

The primary duty of Directors is to supervise the performance of business operations of the Sony Group as a whole. In order to improve this supervisory function over the business operations of the Sony Group, which is a global company, the following two elements have been established as the basic policy for the determination of remuneration of Directors. No Director remuneration is paid to those Directors who concurrently serve as Corporate Executive Officers.

• Attracting and retaining an adequate talent pool of Directors possessing the requisite abilities to excel in the global marketplace; and
• Ensuring the effectiveness of the supervisory function of Directors.

Based on the above, Director remuneration shall consist of the following components. The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the basic policy above and based on research conducted by a third party regarding remuneration of directors of both Japanese and non-Japanese companies.

Basic Policy Regarding Senior Executive Remuneration

Senior Executives are key members of management responsible for executing the operations of the Sony Group as a whole, or respective businesses of the Sony Group. In order to further improve the business results of the Sony Group, the following two elements have been established as the basic policy for the determination of remuneration of Senior Executives.

• Attracting and retaining an adequate talent pool possessing the requisite abilities to excel in the global marketplace; and
• Providing effective incentives to improve business results on a short-, mid- and long-term basis.

Based on the above, Senior Executive remuneration shall basically consist of the following components. The amount of each component and its percentage of total remuneration shall be at an appropriate level determined in accordance with the above basic policy and the individual’s level of responsibility and based on research conducted by a third-party regarding remuneration of management of both Japanese and non-Japanese companies, with an emphasis on linking Senior Executive remuneration to business results and shareholder value.

• *Phantom restricted stock plan is being gradually replaced with RSUs vesting upon resignation.

(Reference: Executive Compensation Package Designed to Focus on Long-Term Management)

The bar chart below shows the components of remuneration for Corporate Executive Officers for the fiscal year ended March 31, 2026. For this chart, the remuneration linked to business results is based on the Business Results Linked Standard Payment Amount for each Corporate Executive Officer, and the stock-based compensation is based on the grant criteria amount for each Corporate Executive Officer. Accordingly, the components of remuneration based on the amounts actually paid will be different from the chart below.

• *1Due to rounding, individual sums may not total 100%.
• *2For “Other Corporate Executive Officers,” the components of remuneration are presented as the simple average of the remuneration mix ratios of the Chief Strategy Officer, Chief Digital Officer, Chief People Officer and Chief Financial Officer.

(Reference: Stock-Based Compensation)

Sony Group Corporation introduced stock acquisition rights, restricted stock and RSUs as forms of stock-based compensation, granted to the Directors and the Senior Executives including Corporate Executive Officers.
The purpose of the stock-based compensation for the outside Directors is to incentivize the outside Directors to develop and maintain a sound and transparent management system by further promoting shared values between the shareholders and the outside Directors. Furthermore, the purpose of the stock-based compensation for the Senior Executives including Corporate Executive Officers is to further reinforce management’s alignment with shareholder value, and to incentivize management to improve mid- to long-term performance and increase shareholder value.
The details of such stock-based compensation, including vesting conditions, recipients and number of grants, are determined or supervised by the Compensation Committee based on research conducted by a third party regarding stock-based compensation of both Japanese and non-Japanese companies. In addition, in determining the number of shares or units to be granted, the impact on dilution of the value of the shares of Sony Group Corporation is monitored.

(Reference: Clawback Policy)

In October 2022, the SEC adopted rules relating to the mandatory recovery of erroneously awarded incentive-based compensation received by certain current or former executive officers, and the NYSE has, in turn, adopted listing standards in connection with such rules. Accordingly, Sony Group Corporation’s Compensation Committee adopted a clawback policy, with an effective date of October 2, 2023 (the “Clawback Policy”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by each Executive Officer (as defined in the Clawback Policy) during the three-fiscal-year period prior to the date Sony Group Corporation is required to prepare an Accounting Restatement (as defined in the Clawback Policy), in accordance with the above rules and standards. The amount of erroneously awarded incentive compensation that the Executive Officers would be required to repay is the amount of incentive-based compensation paid to the Executive Officer that exceeds the amount the Executive Officer would have received had it been determined based on the restated amounts, computed without regard to any taxes paid. The recovery of such compensation applies regardless of whether an Executive Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

Procedures to Determine Remuneration of Directors and Senior Executives

Based on the policy outlined above, the amount and content of the compensation for each Director and Senior Executive, including Corporate Executive Officers, are determined by the Compensation Committee or otherwise under the supervision of the Compensation Committee. Specifically, in principle, as for Directors, each year at the meeting of the Compensation Committee held after the Ordinary General Meeting of the Shareholders, the amount of basic remuneration and the content of compensation for the corresponding fiscal year are determined. Thereafter, at the meeting of the Compensation Committee held after the corresponding fiscal year end, the final amount of compensation of each Director is determined. As for the Senior Executives, each year at the meeting of the Compensation Committee held at the end of the previous fiscal year, in principle, the amount of basic remuneration and the content of compensation for the corresponding fiscal year are determined or reviewed. Thereafter, at the meeting of the Compensation Committee held after the corresponding fiscal year end, the final amount of compensation for each Senior Executive is determined or supervised. For determining the amount of the remuneration linked to business results for each Senior Executive, the Business Results Linked Standard Payment Amount, the targets for the Financial Performance KPIs and the targets for the Group Sustainability Evaluation are determined and thereafter, the amount of such remuneration is determined based on the level of achievement of such indicators and targets for the Financial Performance KPIs and the individual performance at the meeting of the Compensation Committee held after the corresponding fiscal year end for Corporate Executive Officers or otherwise under the supervision by the Compensation Committee for Senior Executives other than Corporate Executive Officers.

The amount of compensation of each Director and Senior Executive including Corporate Executive Officers for the fiscal year ended March 31, 2026 was also determined by the Compensation Committee or otherwise under the supervision by the Compensation Committee according to the procedure above. The Compensation Committee concluded that the amount and content of the compensation is in accordance with the policy set forth in section above.

Corporate Executive Officer Remuneration Linked to Business Results for the Fiscal Year Ended March 31, 2026

The Business Results Linked Standard Payment Amount for each Corporate Executive Officer for the fiscal year ended March 31, 2026 was determined to be in the range between 80% and 100% of the amount of the fixed remuneration of such Corporate Executive Officer according to his/her responsibility.
The formula to calculate the amount of the remuneration linked to business results to be paid to Corporate Executive Officers is as follows.

• *1Business Results Linked Standard Payment Amount: Determined to be in the range between 80% and 100% of the amount of the fixed remuneration of each Corporate Executive Officer.
• *2Payment rate of the remuneration linked to business results: Determined in principle, within the range from 0% to 200% based on (i) the achievement of Financial Performance KPIs based on the areas for which each Corporate Executive Officer is responsible and (ii) the achievement of the Group Sustainability Evaluation.

The Financial Performance KPIs and the weighting of such Financial Performance KPIs used for Corporate Executive Officers in the fiscal year ended March 31, 2026 were as follows:

CAGR of operating income (continuing operations) and operating income margin (continuing operations) were determined as the Financial Performance KPIs under the fifth mid-range plan of the Sony Group to place greater emphasis on profit-based growth.

The target range to be achieved for CAGR of operating income (continuing operations) for the fiscal year ended March 31, 2026, was set between 10%, which is the target under the fifth mid-range plan, and 11.2%, which is the CAGR calculated based on the operating income of continuing operations of 1 trillion 35.3 billion yen for the fiscal year ended March 31, 2024, and the forecast for the operating income of continuing operations of 1 trillion 280 billion yen for the fiscal year ended March 31, 2026, which was disclosed in May 2025. (This range was set as the performance level at which the achievement rate of the KPI is deemed to be 100%.)

The target range to be achieved for operating income margin (continuing operations) for the fiscal year ended March 31, 2026, was set between 10%, which is the target under the fifth mid-range plan, and 10.9%, which is the forecast for the operating income margin of continuing operations for the fiscal year ended March 31, 2026, which was disclosed in May 2025. (This range was set as the performance level at which the achievement rate of the KPI is deemed to be 100%.) The results for the Financial Performance KPIs for the fiscal year ended March 31, 2026. were as follows: CAGR of operating income (continuing operations): 18.2%, operating income margin (continuing operations): 11.6%, each exceeding the targeted range.

As outlined above under “Basic policy regarding Director and Senior Executive remuneration,” remuneration linked to business results for Senior Executives for the fiscal year ended March 31, 2026 was determined based on the level of achievement of the indicators which were selected based on the areas of responsibility of the relevant Senior Executive and the achievement of the Group Sustainability Evaluation. The amounts to be paid to the Senior Executives were, in principle, determined within the range from 0% to 200% of the Business Results Linked Standard Payment Amount. As a result, the ratio of remuneration linked to business results of Corporate Executive Officers for the fiscal year ended March 31, 2026 varied from 146.6% to 154.7% of the Business Results Linked Standard Payment Amount.

Initiatives for Enhancing the Effectiveness of the Board and Each Committee

Support for Activities of Directors, the Board and the Committees

Sony Group Corporation engages in various activities to enhance the oversight function of the Board over management’s operation of Sony’s business as follows:

Outside Director Initiatives

The Chair of the Board, who is an outside Director, leads the Board’s activities and secures the appropriate cooperation, communication and arrangement among outside Directors and Senior Executives. As an example of such initiatives, outside Directors’ meetings have been held, generally on the same day as each Board Meeting, for the purpose of exchanging information and sharing information with respect to recognized issues among outside Directors. The Board also conducted Directors’ strategic workshops with management, business site visits by Directors, and meetings with the Chair of the Board and the CEO. All of these activities were aimed at securing better understanding by outside Directors of Sony’s business and management challenges​ and encouraging strategic discussions among Directors. At a workshop held over two days in December 2025, through direct dialogue with the management team of Sony Group Corporation including the CEOs of each business segment, the Directors exchanged opinions about the business environment and challenges surrounding each business, as well as strategies to address them. At the workshop, Directors also intensively discussed Sony Group’s mid- to long-term strategies and challenges, including the business portfolio. In October 2025, the outside Directors first visited Sony’s External Relations office in Washington D.C., where they discussed geopolitical risks with local employees and engaged in dialogue with outside experts, and then they visited the offices of Sony Corporation of America and Sony Music Entertainment in New York, where they exchanged opinions with local management on the current status and strategies of the global music business.

Secretariat Offices for the Board and Each Committee

The company has established secretariat offices of the Board and each Committee to support the activities of the members and encourage constructive and proactive discussion at the meetings of the Board and each Committee. Each secretariat office endeavors to distribute necessary materials for the meetings in advance and to provide other information such as accounting information, organizational charts, press releases, external analyst reports and credit rating reports, as appropriate. Each secretariat office explains the meeting agenda to the members and provides them with presentation materials in advance of each meeting date and facilitates deliberation in separate meetings or briefing sessions depending on the nature of matters to be discussed. Each secretariat office also provides the absent members with a follow-up briefing, as appropriate. In addition, under supervision by the Chairs of the Board and each Committee, each secretariat office shares the annual schedule of the meetings and anticipated agenda items in advance with the members in order to appropriately set the frequency of meetings and the number of agenda items to be deliberated at each meeting.

Provision of Necessary Information

When the company is requested to provide additional information, each secretariat office endeavors to provide the members with such information promptly. Also, each secretariat office verifies appropriately whether requested information is provided smoothly. In the event that the members consult with external specialists, participate in various seminars and so on to perform their duties, the costs and expenses in connection with such activities are borne by the company in accordance with applicable internal rules.

Audit Committee Aide

With the approval of the Board and with the Audit Committee’s consent, the company has established the Audit Committee Aide to support the activities of the Audit Committee. The Audit Committee Aide does not concurrently hold positions related to the business operations of Sony and, upon instruction by each Audit Committee member, conducts investigations into and analyzes auditing matters and engages in physical inspections or visiting audits either by him/herself or by cooperating with relevant departments in order to support the Audit Committee.

Policy on Director Training

Newly appointed Directors receive briefings from Senior Executives and outside experts regarding their expected roles and responsibilities, including their legal duties as a Director or as a member of the Committees, as well as briefings about the business, financial status, organization and governance structure of Sony. Also, throughout their tenure, each Director receives compliance-related training in accordance with internal protocols and briefings on matters relevant to each Director’s fulfillment of his/her roles and responsibilities including the current status of Sony’s business.

Evaluation of the Board and the Committees’ Effectiveness

Policy for Evaluation

Sony Group Corporation believes that it is important to endeavor to improve the effectiveness of the Board and each Committee in order to support Sony’s business operations and enhance the corporate value of Sony. To achieve this goal, Sony Group Corporation conducts evaluations of the effectiveness of the Board and of each Committee (the “Evaluation”) annually, as a general rule.

Recent Evaluation

From February through May 2026, the Board conducted the Evaluation mainly in respect of the Board and Committee activities in the fiscal year ended March 31, 2026 after confirming that actions proposed in response to the results of the previous Evaluation were appropriately taken. The recent Evaluation was conducted under the leadership of the Chair of the Board, with the support of a third-party evaluation by an outside counsel having expertise in Japanese and global corporate governance practices (the “Outside Counsel”) in order to ensure transparency and objectivity and to obtain professional advice.

Procedure for the Recent Evaluation

First, the Board confirmed that the actions proposed to be taken in response to the results of the previous Evaluation were taken, and it discussed and confirmed the proposed procedures for the Evaluation for the fiscal year ended March 31, 2026. Thereafter, the third-party evaluation was conducted by the Outside Counsel in accordance with the following steps:

• Reviewed relevant material, such as the minutes of Board meetings, and attended a Board meeting;
• Confirmed with the Board secretariat office and each Committee’s secretariat office how meetings of the Board and Committees were conducted;
• Gathered responses to a questionnaire from each Director (including the Peer Review*) about the current status and practices of the Board and each Committee, such as the composition of the Board, operation of the Board, commitments of each Director, activities of each Committee and procedures of the previous Evaluation;
• Interviewed the Chair of the Board and the Chair of each Committee, newly appointed Directors (including the Peer Review*), and some of the Corporate Executive Officers; and
• Researched other global companies’ practices in Japan and the U.S., and compared them with the company’s practices.

• *Peer Review: A mutual evaluation among Directors. In the fiscal year ended March 31, 2026, it was conducted through a questionnaire responded to by all Directors.

The Board then received, reviewed and discussed the Outside Counsel’s report on the results of its evaluation. The Board confirmed the effectiveness of the Board and the Committees.

Summary of the Results of the Recent Evaluation

Based on the following findings, the Outside Counsel reported that, as assessed in the previous Evaluation, the Board is established and operated in a manner sufficient to be highly evaluated:

• The results of the questionnaire and interviews show that all Directors rate the effectiveness of the Board, including each Committee, highly.
• The roles played by the newly appointed Chair of the Board and CEO on the Board were also highly evaluated by the Directors.
• The Board played an appropriate role in the preparation and execution of the Partial Spin-off of the Financial Services business.
• With the addition of three new Directors, the composition of the Board shifted toward a structure that the capital markets highly value.
• Initiatives to improve effectiveness of the Board continue to be implemented.
• The process for sharing Board meeting materials with the Directors has been streamlined through the introduction of a dedicated application.
• The newly appointed Directors commented that the orientation program was well conducted and evaluated it highly.
• In terms of the Board’s composition and other various aspects, the Board has characteristics that are highly evaluated in many respects in comparison with the boards of listed companies in the U.S. as well as in Japan.

Following discussion and analysis based on the Outside Counsel’s report, the Board re-affirmed that the Board and each Committee were functioning effectively as of May 2026. The Outside Counsel also suggested several ideas on possible options for the Board and Committees to further improve their own effectiveness.

Actions in Response to the Results of the Evaluation

In order to increase the corporate value of Sony, Sony Group Corporation will take appropriate actions to further enhance functions of the Board and the Committees in response to the results of the Evaluation, as well as various comments and opinions given by Directors and the Outside Counsel during the Evaluation process.
Note that the major efforts to improve the effectiveness of the Board since the previous Evaluation conducted in 2025 and the operation policy and priority matters of the Board for the fiscal year ending March 31, 2027. based on the results of the Evaluation are as follows.

Major Efforts to Improve the Effectiveness of the Board (Fiscal Year Ended March 31, 2026)

• Monitoring the progress of the business portfolio review and capital allocation;
• Deepening discussions on and supervision over initiatives toward realizing the “Creative Entertainment Vision”; and
• Overseeing policies and the status of responses to risks that could affect Sony’s management, including cybersecurity, economic security and geopolitical risks.

Operation Policy and Priority Matters of the Board (Fiscal Year Ending March 31, 2027)

• Confirming the sixth mid-range plan based on the business portfolio and capital allocation;
• Overseeing policies and the status of responses to AI; and
• Overseeing policies and the status of responses to risks that could affect Sony’s management, including cybersecurity, economic security and geopolitical risks.

Senior Executives and Other Officers

Senior Executives (In Sony Group Corporation, Corporate Executive Officer, Business CEO and Other Officers that Assume Important Roles in the Management of Sony)

Total number of Senior Executives: 14 (including 5 Corporate Executive Officers)

• Sony Group Portal Website | Executives

Purpose/Authority

Determines and executes Sony’s business activities in accordance with their roles and responsibilities determined by the Board

Delegation of Authority from the Board

The Board determines the fundamental management policies and other material matters related to the operation of Sony’s business. The Board assigns the duties of Corporate Executive Officers, including the CEO, by determining the areas over which each Corporate Executive Officer is in charge and by determining the scope of Senior Executives. Then, it delegates its decision-making authority to the CEO with a view to promoting timely and efficient decision-making within Sony. The CEO further subdelegates a part of such authority to other Senior Executives.

Other Officers (in Sony Group Corporation, Corporate Executives)

Total number of other officers: 6

Purpose/Authority

Carries out their assignments within designated areas, such as headquarters functions and/or R&D, in accordance with the fundamental policies determined by the Board and Senior Executives

Details of Actions Taken by the Board and Committees

Details of Actions Taken by the Board

During the fiscal year ended March 31, 2026, the Board convened eight times. The attendance records of respective Directors are as follows.

• *1The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2026.
• *2Because Yoriko Goto, Nora Denzel and Masayuki Hyodo were newly appointed as Directors​ at the Ordinary General Meeting of Shareholders on June 24, 2025, the numbers of their Meeting Records and Attendance Records differ from those of other outside Directors.
  Note: Mr. Yoshihiko Hatanaka and Ms. Sakie Akiyama, who retired as Directors in June 2025, attended the one Board meeting held prior to their retirements.
  

During the fiscal year ended March 31, 2026, the Board discussed a variety of matters, such as a review of Sony’s business performance on a quarterly basis, Sony’s business portfolio including the Partial Spin-off of the Financial Services business, progress and reviews of the results of the fifth mid-range plan, formation of a business plan for the fiscal year ending March 31, 2027, strategically important M&A, initiatives toward realizing the “Creative Entertainment Vision” as Sony’s long-term vision, Group-wide AI initiatives, effectiveness of internal control and governance framework (including the ethics and compliance program) and risk management (including cybersecurity risks and geopolitical risks), as well as Sony’s initiatives and strategies related to sustainability.

Details of Actions Taken by the Nominating Committee

During the fiscal year ended March 31, 2026, the Nominating Committee convened five times. The attendance records of respective Directors are as follows.

• *1The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended March 31, 2026.
• *2Because Masayuki Hyodo was newly appointed as a member of the Nominating Committee pursuant to the resolution at the meeting of the Board held on June 24, 2025, the numbers of his Meeting Records and Attendance Records differ from those of other members of the Nominating Committee.
  Note: Mr. Yoshihiko Hatanaka, who retired as a member of the Nominating Committee in June 2025, attended the one Nominating Committee meeting held prior to his retirement.
  Note: William Morrow was newly appointed as a member of the Nominating Committee pursuant to the resolution at the meeting of the Board held on June 23, 2026.

The matters given consideration by the Nominating Committee include policies on selecting Director candidates, exploring Director prospects, and CEO succession. In addition, the Nominating Committee assesses succession plans for the Senior Executives with key management responsibilities for individual business units and headquarters functions, based on management, including CEO, reports. During the fiscal year ended March 31, 2026, with respect to the selection of Director candidates, as a priority item for the fiscal year, the Nominating Committee confirmed the policy that the candidates for Directors should be selected by considering the size of the Board, and the expertise and diversity of each Director, and held discussions based on such policy. As a result, Lin Tao, CFO, was appointed as a candidate for new Director while concurrently serving as a Corporate Executive Officer. The Nominating Committee also reviewed and decided to continue discussions on candidates for new outside Directors for the next fiscal year and beyond. Regarding the change in the Senior Executives, the Nominating Committee reviewed and assessed the proposed retirement of Kenichiro Yoshida from the position of Representative Corporate Executive Officer and for him to continue to serve as Chairman, as well as succession plans for the Senior Executives.

Details of Actions Taken by the Audit Committee

During the fiscal year ended March 31, 2026, the Audit Committee convened seven times. For further information about the attendance records of respective Directors and specific considerations by the Audit Committee during the fiscal year ended on March 31, 2026, refer to “Structure of Audit by the Audit Committee, Internal Audit and Accounting Audit, and Status Thereof.”

Details of Actions Taken by the Compensation Committee

During the fiscal year ended March 31, 2026, the Compensation Committee convened six times.​ The attendance records of respective Directors are as follows.

• *1The numbers of the Meeting Records and the Attendance Records are those applicable to the fiscal year ended on March 31, 2026.
• *2Because Nora Denzel and Masayuki Hyodo were newly appointed as members of the Compensation Committee pursuant to the resolution at the meeting of the Board held on June 24, 2025, the numbers of their Meeting Records and Attendance Records differ from those of the other member of the Compensation Committee.
  Note: Wendy Becker and Ms. Sakie Akiyama, who retired as members of the Compensation Committee in June 2025, attended the two Compensation Committee meetings held prior to their retirement.

The specific matters given consideration by the Compensation Committee include the Corporation’s policy regarding the determination of individual remuneration for Directors and Senior Executives, including Corporate Executive Officers, for each fiscal year, and the amount and content of such remuneration. The Committee also considers the total number of stock acquisition rights to be issued for the purpose of granting stock options to Corporate Executive Officers and employees of the Corporation and directors, other officers and employees of the Corporation’s subsidiaries, other stock-based compensation utilizing shares of the Corporation’s stock such as restricted stock units, and the determination of officers subject to the Clawback Policy. During the fiscal year ended March 31, 2026, the Compensation Committee discussed and determined a review of the percentage of the Business Results Linked Standard Payment Amount relative to fixed remuneration for the Senior Executives, the introduction of restricted stock units (“RSUs”) vesting upon resignation to gradually replace the phantom restricted stock plan, and the value adjustment to previously granted stock-based compensation carried out in connection with the Partial Spin-off of the Financial Services business. The Committee also conducted a comprehensive review of and discussion on the types and composition of stock-based compensation for the fiscal year ending March 31, 2027. and beyond, with consideration of other companies’ trends in Japan and other countries.

Annual Activity Cycle of the Board and Committees (Fiscal Year ended on March 31, 2026)