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[Sumitomo Mitsui Financial Group, Inc.]Notice Concerning Resolution of Repurchase of Shares (Repurchase of Shares under the Provisions of the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act)(1/1)
November 14, 2011
Sumitomo Mitsui Financial Group, Inc.
(Code: 8316)
Notice
Concerning Resolution of Repurchase of Shares
(Repurchase
of Shares under the Provisions of the Articles of Incorporation pursuant to
Article 165, Paragraph 2 of the Companies Act)
The Board of Directors
of Sumitomo
Mitsui Financial Group, Inc. (the “Company”), at the meeting held on November 14,
2011, resolved matters concerning repurchase of its shares (the “Repurchase of
Shares”) as follows, in accordance with Article 156 of the Companies Act, as
applied pursuant to Article 165, Paragraph 3 of the said Act.
1. Reason for the repurchase of shares
As stated in
the “Notice Regarding Conclusion of Basic Agreement for Making Promise a Wholly-owned
Subsidiary of Sumitomo Mitsui Financial Group” and “Notice Regarding
Commencement of the Tender Offer for Shares of Promise by Sumitomo Mitsui
Banking Corporation and Subscription by Sumitomo Mitsui Financial Group or
Sumitomo Mitsui Banking Corporation for New Shares Issued by Promise by Way of
Third-Party Allotment” released by the Company as of September 30, 2011, Sumitomo
Mitsui Banking Corporation (President: Takeshi Kunibe, “SMBC”), a wholly-owned subsidiary of the
Company, commenced the tender offer (the “Tender Offer”) for shares of Promise
Co., Ltd. (President and Representative Director: Ken Kubo; Tokyo Stock
Exchange First Section: 8574, “Promise”) on October 18, 2011. If SMBC does not acquire all issued
shares of Promise (excluding treasury shares owned by Promise) through the Tender
Offer, the Company, SMBC and Promise intend, in principle, that, subject to the
approval of the relevant regulatory authorities, the Company will make Promise
a wholly-owned subsidiary through the share exchange after
the Tender Offer, in which Promise will become a wholly-owned subsidiary of the
Company (the “Share Exchange”). In
addition, as stated in the “Notice Regarding Commencement of the Tender Offer
for Shares of Promise by Sumitomo Mitsui Banking Corporation and Subscription
by Sumitomo Mitsui Financial Group or Sumitomo Mitsui Banking Corporation for
New Shares Issued by Promise by Way of Third-Party Allotment” as of September
30, 2011, the Company plans to deliver the shares of the Company’s common stock
that will be delivered in consideration for the Share Exchange, upon acquiring
such shares through market purchases, etc., before the Share Exchange.
Through the Repurchase
of Shares, the Company will, in advance, acquire a part of shares of the
Company’s common stock that will be delivered to the shareholders of Promise in
consideration for the Share Exchange in the case that the Share Exchange will
be implemented, through market purchases based on the discretionary dealing
contract regarding repurchase of shares, on the condition of the fulfillment of
the conditions as stated below to implement the Share Exchange.
2. Details of the repurchase
(1) Type of shares to be repurchased: |
Common stock |
(2) Total
number of shares to be repurchased: |
23,000,000
shares (maximum) (Ratio to the total number of shares
issued (treasury shares excluded): 1.63%) |
(3) Total value
of shares to be repurchased: |
50,000,000,000
yen (maximum) |
(4) Repurchase period: |
December 2,
2011 to January 20, 2012 (schedule) (Note 1) |
(5) Repurchase
method: |
Market purchases based
on the discretionary dealing contract regarding repurchase of shares |
(Note 1) The Repurchase
of Shares will be implemented on the condition that (i) the ratio of the total
number of shares of Promise tendered in the Tender Offer to the number obtained
by subtracting the number of shares of Promise held by SMBC as of
(Note 2) “(2) Total
number of shares to be acquired
(maximum)” above is a part of the shares of the Company’s common stock
that will be delivered to the shareholders of Promise in consideration for the
Share Exchange in the case that the Share Exchange will be implemented. The residual shares of the Company’s common
stock necessary for the Share Exchange is planned to be acquired through market
purchases, etc. after the terms of the implementation of the Share Exchange are
fixed.
(For
your reference)
Treasury
shares held as of September 30, 2011
Total number of shares
of common stock issued (excluding
treasury stock): |
1,410,285,990
shares |
Number
of treasury stock: |
3,769,635
shares |
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