Sumitomo Mitsui Financial Group, Inc.
Notice regarding Change of
Subsidiaries
TOKYO,
December 11, 2008 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President:
Teisuke Kitayama) hereby announces that (i) SMFG Preferred Capital JPY 2
Limited, established by SMFG as a special purpose subsidiary for the purpose of
the issuance of non-dilutive non-cumulative perpetual preferred securities as
announced in the “Notice regarding Establishment of Overseas Special Purpose
Subsidiary and Issuance of Non-Dilutive Non-Cumulative Perpetual Preferred
Securities” dated November 19, 2008, and (ii) SMBC Preferred Capital JPY 2
Limited, established by Sumitomo Mitsui Banking Corporation (SMBC, President:
Masayuki Oku), a consolidated subsidiary of SMFG, as a special purpose
subsidiary for the purpose of the issuance of non-dilutive non-cumulative
perpetual preferred securities, will increase their stated capital. As a
result, each of SMFG Preferred Capital JPY 2 Limited and SMBC Preferred Capital
JPY 2 Limited will become a specified subsidiary (tokutei kogaisha) of SMFG.
The proportion
of voting rights of each special purpose subsidiary held directly or indirectly
by SMFG against their respective total number of voting rights will not change because
the non-dilutive non-cumulative perpetual preferred securities to be issued by
each special purpose subsidiary are non-voting securities.
PARTICULARS
1.
Reason for Change
SMFG
and SMBC each holds all of the ordinary shares of its respective special
purpose subsidiary mentioned above. Due to the payment for the non-dilutive non-cumulative
perpetual preferred securities, scheduled on December 18, 2008, and the payment
for the ordinary shares of SMBC Preferred Capital JPY 2 Limited to be issued to
SMBC, scheduled on the same date, the amount of stated capital of each SMFG
Preferred Capital JPY 2 Limited and SMBC Preferred Capital JPY 2 Limited will
increase and is expected to exceed 10% of the amount of the stated capital of SMFG.
Therefore, both of these special purpose subsidiaries will become specified subsidiaries
(tokutei kogaisya) of SMFG.
Disclaimer:
This document is prepared for
the purpose of public disclosure about change of subsidiary of SMFG and does
not constitute a solicitation of an offer for purchase of any securities in and
outside of Japan. This document is not an offer to sell or a solicitation of
any offer to buy the Preferred Securities in the United States. The Preferred
Securities set forth above have not been and will not be registered under the
United States Securities Act of 1933 (the “Act”) and may not be offered or sold
in the United States without registration or an applicable exemption from the
registration requirements under the Act.
2. Profile of Subsidiaries
(1) Special purpose subsidiary established
by SMFG
Name |
SMFG Preferred Capital JPY 2 Limited |
Location |
PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands |
Date of change |
December 18, 2008 |
Details of business |
Issuance of non-dilutive non-cumulative
perpetual preferred securities, etc. |
Closing date of fiscal year |
January 24 |
Number of directors and employees |
Seven directors, no employees |
Stated capital |
JPY 538,200,000,001 |
Total outstanding ordinary share and
preferred securities (Issue price per share / security) |
1 ordinary share (JPY 1 per share) 5,382 preferred securities (JPY
100,000,000 per security) |
Shareholders |
Ordinary
share: 100%
owned by SMFG Preferred
securities: 100% owned by entities
other than SMFG |
(2) Special purpose subsidiary
established by SMBC
Name |
SMBC
Preferred Capital JPY 2 Limited |
Location |
PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
Date of change |
December
18, 2008 |
Details of business |
Issuance
of non-dilutive non-cumulative perpetual preferred securities, etc. |
Closing date of fiscal year |
January
24 |
Number of directors and employees |
Three
directors, no employees |
Stated capital |
JPY 544,000,000,000 |
Total outstanding ordinary shares and
preferred securities (Issue price per share / security) |
5,800,000,000
ordinary shares (JPY 1 per share) 5,382
preferred securities (JPY 100,000,000 per security) |
Shareholders |
Ordinary
shares: 100%
owned by SMBC Preferred securities: 100% owned by SMFG
Preferred Capital JPY 2 Limited |
Disclaimer:
This document is prepared for
the purpose of public disclosure about change of subsidiary of SMFG and does
not constitute a solicitation of an offer for purchase of any securities in and
outside of Japan. This document is not an offer to sell or a solicitation of
any offer to buy the Preferred Securities in the United States. The Preferred
Securities set forth above have not been and will not be registered under the
United States Securities Act of 1933 (the “Act”) and may not be offered or sold
in the United States without registration or an applicable exemption from the
registration requirements under the Act.