Sumitomo
Mitsui Financial Group, Inc.
Notice regarding Change of
Subsidiaries
TOKYO,
September 16, 2009 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President:
Teisuke Kitayama) hereby announces that SMFG Preferred Capital JPY 3 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 August 24, 2009 will increase its stated capital. As a
result, SMFG Preferred Capital JPY 3 Limited will become a specified subsidiary
(tokutei kogaisha) of SMFG.
The
proportion of voting rights of the special purpose subsidiary held directly by SMFG
against its respective total number of voting rights will not change because the
non-dilutive non-cumulative perpetual preferred securities to be issued by the
special purpose subsidiary are non-voting securities.
PARTICULARS
1.
Reason for Change
SMFG
holds all of the ordinary shares of the special purpose subsidiary mentioned
above. Due to the payment for the non-dilutive non-cumulative perpetual preferred
securities and the ordinary shares, scheduled on September 28, 2009, the amount
of stated capital of SMFG Preferred Capital JPY 3 Limited will increase and is
expected to exceed 10% of the amount of the stated capital of SMFG. Therefore, the
special purpose subsidiary will become a specified subsidiary (tokutei kogaisya) of SMFG.
2. Profile of Subsidiary
Name |
SMFG Preferred Capital JPY 3 Limited |
Location |
PO Box 309, Ugland House, Grand
Cayman, KY1-1104, Cayman Islands |
Date of change |
September 28, 2009 |
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 347,300,000,000 |
Total outstanding ordinary share and
preferred securities (Issue price per share / security) |
4,300,000,000 ordinary shares (JPY 1
per share) 3,430 preferred securities (JPY
100,000,000 per security) |
Shareholders |
Ordinary
shares: 100%
owned by SMFG Preferred
securities: 100% owned by entities
other than 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.