Sumitomo Mitsui Financial Group, Inc.

 

Notice regarding Partial Amendment of Articles of Incorporation

 

Tokyo , May 23, 2006 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces that SMFG’s Board of Directors resolved at a meeting held today that a proposal concerning partial amendment to SMFG’s Articles of Incorporation shall be made at the Annual Ordinary General Meeting of Shareholders for the fourth fiscal year scheduled to be held on June 29, 2006, as follows:

 

1.       Purpose of Amendment

The following amendments will be proposed to accommodate the Articles of Incorporation to the Corporation Law (Law No. 86 of July 26, 2005 ):

(1)        A new Article 4 will be provided concerning the governing bodies of SMFG.

(2)        A new Article 7 will be provided concerning the issuance of share certificates.

(3)        The present Article 7 will be amended to address share register agent and fractional share transfer agent, and renumbered to Article 11.

(4)        A new Article 23 will be provided in order to enable SMFG to disclose through the internet such documents as reference documents for a general meeting of shareholders and deem such documents to be provided to shareholders pursuant to the provisions of the relevant Ministerial Ordinance of the Ministry of Justice, and the present Article will be amended accordingly.

(5)        A new Paragraph 5 of Article 31 will be provided in order to enable SMFG to dispense with convocation of a meeting of the Board of Directors in order to decide on certain agenda, for which the Corporation Law would otherwise require resolutions at a meeting of the Board of Directors.

(6)        New Article 34 and Article 40 will be provided in order to enable SMFG to conclude an agreement with outside Directors and outside Corporate Auditors to limit their liabilities. Directors of SMFG have obtained the consent of the Corporate Auditors to the new Article 34 being proposed to the Meeting of Shareholders.

(7)        In addition to the foregoing amendments, terms and expressions across the Articles of Incorporations will be modified as appropriate and relevant Articles will be provided.

 

2.       Details of Amendment

The Articles of Incorporation before and after the proposed amendments are set forth in the attached Exhibit.

 

3.       Schedule

The day on which the Shareholders Meeting is scheduled to be held for the proposed amendments to the Articles of Incorporation:          June 29, 2006

The day on which the proposed amendments to the Articles of Incorporation are expected to become effective:                           June 29, 2006