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Notice regarding Partial Amendments to Articles of Incorporation(1/1)


This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

 

Sumitomo Mitsui Financial Group, Inc.

 

Notice regarding Partial Amendments to Articles of Incorporation

 

Tokyo, May 15, 2009 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces that SMFGfs board of directors resolved at a meeting held today that a proposal concerning partial amendments to SMFGfs Articles of Incorporation shall be made at the 7 th Ordinary General Meeting of Shareholders scheduled to be held on June 26, 2009, as follows:

 

1. Purpose of Amendments

Partial amendments to the Articles of Incorporation are proposed as stated below to include the provisions regarding the adoption of electronic public notice system and the effective period of resolution related to the election of a substitute corporate auditor, as well as to make other necessary adjustments.

 

(1) Article 5 of the existing Articles of Incorporation will be amended in order to adopt the electronic public notice system and change the Method of Public Notice.

(2) Necessary adjustments will be made to the provisions of Article 6 of the existing Articles of Incorporation.

(3) Article 7 of the existing Articles of Incorporation will be deleted since, under the provisions set forth in Article 6, Paragraph 1 of the Supplementary Provisions of the gLaw for Partial Amendment of the Laws related to Transfer of Bonds, etc., to Streamline Settlement with respect to Transactions of Stock, etc.h (Law No. 88, 2004), the Corporation is deemed to have adopted a resolution to amend the Articles of Incorporation to abolish the provision on the issuance of share certificates on January 5, 2009. In addition, we propose the deletion of the Articles 1 and 2 of the Supplementary Provisions of the existing Articles of Incorporation, which are transitional measures in conjunction with the enforcement of the said law.

(4) Article 38-2 will be newly established in order to stipulate that the effective period of resolution related to the election of a substitute corporate auditor shall be, in principle, four years.

 

2. Details of Amendments

Existing Articles of Incorporation and the proposed amendments are set forth in the attached Exhibit.

 

3. Schedule

The day on which the General Meeting of Shareholders is scheduled to be held for the proposed amendments to the Articles of Incorporation:    June 26, 2009

 

The day on which the proposed amendments to the Articles of Incorporation are expected to become effective:                                        June 26, 2009

 

 


@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@Exhibit

 

Sumitomo Mitsui Financial Group, Inc.

 

Comparison Table of Existing Articles of Incorporation and Proposed Amendments

 

(Underlined parts are amended.)

Existing Articles of Incorporation

Proposed Amendments

 

 

(Method of Public Notice)

Article 5. Public notices given by the Corporation shall be made by placing them in the Nihon Keizai Shimbun.

(Method of Public Notice)

Article 5. Public notices given by the Corporation shall be electronic public notices; provided, however, that if the Corporation is unable to issue an electronic public notice due to an accident or any other unavoidable reason, public notices of the Corporation shall be made by placing them in the Nihon Keizai Shimbun.

 

 

(Total Number of Authorized Shares, etc.)

Article 6.

1. The total number of shares the Corporation is authorized to issue shall be one billion five hundred million six hundred eighty four thousand one hundred one (1,500,684,101) shares.

(Total Number of Authorized Shares)

Article 6. The total number of shares the Corporation is authorized to issue shall be one billion five hundred million six hundred eighty four thousand one hundred one (1,500,684,101) shares.

 

 

 

 

2. The total number of shares the Corporation is authorized to issue shall consist of one billion five hundred million (1,500,000,000) ordinary shares, fifty thousand one hundred (50,100) type 4 preference shares, one hundred sixty seven thousand (167,000) type 5 preference shares, seventy thousand one (70,001) type 6 preference shares, one hundred sixty seven thousand (167,000) type 7 preference shares, one hundred fifteen thousand (115,000) type 8 preference shares and one hundred fifteen thousand (115,000) type 9 preference shares.

(Total Number of Authorized Shares of Each Particular Class of Shares)

Article 7. The total number of shares the Corporation is authorized to issue shall consist of one billion five hundred million (1,500,000,000) ordinary shares, fifty thousand one hundred (50,100) type 4 preference shares, one hundred sixty seven thousand (167,000) type 5 preference shares, seventy thousand one (70,001) type 6 preference shares, one hundred sixty seven thousand (167,000) type 7 preference shares, one hundred fifteen thousand (115,000) type 8 preference shares and one hundred fifteen thousand (115,000) type 9 preference shares.

 

 

(Issuance of Share Certificates)

Article 7. The Corporation shall issue share certificates with respect to its shares of stock.

 

(Deleted)

 

 

 

 

(Newly established)

(Effectiveness of Resolution on Election of Substitute Corporate Auditor)

Article 38-2. A resolution for the election of a substitute corporate auditor shall be effective until the commencement of the ordinary general meeting of shareholders to be held for the last fiscal year ending within four years after the election of the substitute corporate auditor, unless otherwise stipulated in the relevant resolution.

 

 

Supplementary Provisions

(Deleted)

 

 

(Transitional Measures)

Article 1. Except for Article 12 after amendments, provisions of each article after amendments shall become effective on the day immediately preceding the date of implementation of the gLaw for Partial Amendment of the Laws related to Transfer of Bonds, etc., to Streamline Settlement with respect to Transactions of Stock, etc.h (Law No.88, June 9, 2004, hereinafter referred to as the gStock Settlement Streamlining Lawh).

 

 

Article 2. Article 12 after amendments shall become effective on the date of implementation of the Stock Settlement Streamlining Law.

 

 

 

 





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