(Articles of Incorporation as Amended)

(Translation)

 

 

 

ARTICLES OF INCORPORATION

 

OF

 

KABUSHIKI KAISHA MITSUI SUMITOMO FINANSHARU GURUHPU

 

 

(SUMITOMO MITSUI FINANCIAL GROUP, INC.)

 

 

 

 

 

Chapter I.  General Provisions

 

(Corporate Name)

Article 1.

 

The name of the Corporation shall be Kabushiki Kaisha Mitsui Sumitomo Finansharu Gruhpu, which, in English, shall be “Sumitomo Mitsui Financial Group, Inc.”.

 

(Purposes)

Article 2.

 

The purposes of the Corporation shall be to engage in the following businesses as a bank holding company:

 

              (1)          Management of banks and other corporations which are permitted to become, or to be established as, subsidiaries under the Bank Law.

 

(2)          Any business incidental to the business mentioned in the foregoing Item.

 

(Location of Head Office)

Article 3.

 

The head office of the Corporation shall be located in Chiyoda-ku, Tokyo .

 

(Governing Bodies)

Article 4.

 

              The Corporation shall have the following governing bodies in addition to meetings of shareholders and directors:

 

(1)        board of directors;

(2)        corporate auditors;

(3)        board of corporate auditors; and

(4)        accounting auditor

 

(Method of Public Notice)

Article 5.

 

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

 

 

Chapter II.  Shares

 

(Total Number of Authorized Shares, etc.)

Article 6.

 

1.           The total number of shares the Corporation is authorized to issue shall be sixteen million five hundred fifteen thousand (16,515,000) shares.

 

2.           The total number of shares the Corporation is authorized to issue shall consist of fifteen million (15,000,000) ordinary shares, thirty-five thousand (35,000) type 1 preference shares, one hundred thousand (100,000) type 2 preference shares, six hundred ninety-five thousand (695,000) type 3 preference shares, one hundred thirty-five thousand (135,000) type 4 preference shares, two hundred fifty thousand (250,000) type 5 preference shares and three hundred thousand (300,000) type 6 preference shares.

 

(Issuance of Share Certificates)

 

Article 7.

 

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

 

(Acquisition of Corporation’s Own Shares)

 

Article 8.

 

The Corporation may, by resolution of the board of directors, acquire its own shares through market transactions as well as by other means pursuant to Paragraph 2 of Article 165 of the Corporation Law.

 

(Purchase of Fractional Share)

 

Article 9.

 

              A holder of a fractional share (hakabu) may request the Corporation for sale of a fractional share pursuant to the Share-Handling Rules so as to make one share from such fractional share.

(Record Date)

Article 10.

 

1.           The Corporation shall treat the shareholders (including the beneficial shareholders (jisshitsukabunushi), hereinafter regarded as the same) entitled to vote and appearing or recorded on the register of shareholders (including the beneficial shareholders' list (jisshitsukabunushimeibo), hereinafter regarded as the same) at the close of March 31 of each year as the shareholders entitled to exercise their rights at the ordinary general meeting of shareholders to be held for the fiscal year ending on that date.

 

2.           In addition to the foregoing Paragraph, the Corporation may, upon giving prior public notice, fix a record date whenever necessary.

 

(Share Register Agent)

Article 11.

 

1.           The Corporation shall have a share register agent and a fractional share transfer agent.

 

2.           The share register agent and the fractional share transfer agent, and their place of business shall be decided by resolution of the board of directors and a public notice thereof shall be given.

 

3.           Preparation, keeping and other administrative matters of, or relating to, the register of shareholders, the register of share purchase warrants and the register of lost share certificates of the Corporation shall be entrusted to the share register agent, and the Corporation shall not handle any such matters.

 

4.           Preparation and keeping of the register of fractional shares, purchase and sale of fractional shares and other administrative matters relating to fractional shares shall be handled by the fractional share transfer agent, and the Corporation shall not handle any such matters.

(Share-Handling Rules)

Article 12.

 

The types and denominations of share certificates to be issued by the Corporation, the entry and recording on the register of shareholders and on the register of fractional shares, the purchase and sale of fractional shares and all other matters pertaining to the handling of shares of the Corporation and the fees therefor shall be governed by the Share-Handling Rules to be enacted by the board of directors.

 

 

CHAPTER III.  Preference Shares

 

(Preferred Dividends)

Article 13.

 

1.         In the event that the Corporation distributes dividends of surplus pursuant to Article 42 hereof, the Corporation shall distributes to the holders of preference shares (hereinafter referred to as the “Preference Shareholders”) or the registered pledgees of preference shares (hereinafter referred to as the “Registered Preference Share Pledgees”), in preference to the holders of ordinary shares (hereinafter referred to as the “Ordinary Shareholders”) or the registered pledgees of ordinary shares (hereinafter referred to as the “Registered Ordinary Share Pledgees”), cash dividends of surplus  in the amounts set forth below (such cash dividends being hereinafter referred to as the “Preferred Dividends”), respectively; provided, however, that if Preferred Interim Dividends stipulated in Article 14 hereof were paid during the relevant fiscal year, the amount of such Preferred Interim Dividends shall be subtracted from the amount of Preferred Dividends.

 

The type 1 preference shares:         10,500 yen per share

The type 2 preference shares:         28,500 yen per share

The type 3 preference shares:         13,700 yen per share

The type 4 preference shares:         amount not exceeding 200,000 yen per share and determined by resolution of the board of directors relating to the issuance of the shares

The type 5 preference shares:         amount not exceeding 200,000 yen per share and determined by resolution of the board of directors relating to the issuance of the shares

The type 6 preference shares:         amount not exceeding 300,000 yen per share and determined by resolution of the board of directors relating to the issuance of the shares

 

2.         If the amount of cash dividends of surplus paid to the Preference Shareholders or the Registered Preference Share Pledgees is less than the amount of the Preferred Dividends in any fiscal year, such deficiency shall not be carried over for accumulation to the subsequent fiscal years.

 

3.           The Corporation shall not pay dividends in excess of the amount of the Preferred Dividends to the Preference Shareholders or the Registered Preference Share Pledgees.

 

(Preferred Interim Dividends)

Article 14.

 

              In the event that the Corporation pays Interim Dividends pursuant to Article 43 hereof, the Corporation shall pay to the Preference Shareholders or the Registered Preference Share Pledgees, in preference to the Ordinary Shareholders or the Registered Ordinary Share Pledgees, Interim Dividends (hereinafter referred to as the “Preferred Interim Dividends”) in the amounts set forth below, respectively.

 

The type 1 preference shares:         5,250 yen per share

The type 2 preference shares:         14,250 yen per share

The type 3 preference shares:         6,850 yen per share

The type 4 preference shares:        amount not exceeding one-half of the amount of the Preferred Dividends per share and determined by resolution of the board of directors relating to the issuance of the shares

The type 5 preference shares:        amount not exceeding one-half of the amount of the Preferred Dividends per share and determined by resolution of the board of directors relating to the issuance of the shares

The type 6 preference shares:        amount not exceeding one-half of the amount of the Preferred Dividends per share and determined by resolution of the board of directors relating to the issuance of the shares

 

(Liquidation Distributions of Residual Assets)

Article 15.

 

1.         In the event that the Corporation makes a liquidation distribution of residual assets, the Corporation shall make to the Preference Shareholders or the Registered Preference Share Pledgees, in preference to the Ordinary Shareholders or the Registered Ordinary Share Pledgees, a distribution in the amounts set forth below, respectively.

 

The type 1 preference shares:         3,000,000 yen per share

The type 2 preference shares:         3,000,000 yen per share

The type 3 preference shares:         1,000,000 yen per share

The type 4 preference shares:         3,000,000 yen per share

The type 5 preference shares:         3,000,000 yen per share

The type 6 preference shares:         3,000,000 yen per share

 

2.         Other than a distribution mentioned in the foregoing Paragraph, no liquidation distribution shall be made to the Preference Shareholders or the Registered Preference Share Pledgees.

 

(Provisions for Acquisition)

Article 16.

 

              The Corporation may acquire a part or the whole of the type 5 preference shares or the type 6 preference shares (i) on or after such day as shall be reasonably determined by resolution of the board of directors by the time such preference shares are first issued, (ii) in exchange for cash payment in the amount regarded to be appropriate in light of market price, etc.  In the event that a part of such preference shares are acquired, the preference shares to be acquired shall be decided by lottery or by proportional allotment.

 

(Voting Rights)

Article 17.

 

              No Preference Shareholder shall have any voting rights at a general meeting of shareholders; provided that if a proposal to pay the Preferred Dividends is not submitted to an ordinary general meeting of shareholders, or if such a proposal is submitted but rejected at an ordinary general meeting of shareholders, the Preference Shareholders shall have voting rights from the time of the ordinary general meeting of shareholders to which such proposal is not submitted, or from the time of conclusion of the ordinary general meeting of shareholders at which such proposal is rejected, as the case may be, until a resolution to pay the Preferred Dividends is made by an ordinary general meeting of shareholders.

 

(Consolidation or Splits of Shares; Rights to Receive Allotment of Offered Shares, etc.)

Article 18.

 

1.           Except as otherwise provided by applicable law, no consolidation or splits of shares shall be made with respect to preference shares.

 

2.           The Corporation shall not give the Preference Shareholders any rights to receive allotment of offered shares or share purchase warrants with respect to offered shares.

 

3.           The Corporation shall not allot free of charge any shares of stock or share purchase warrants to the Preference Shareholders

 

(Request for Acquisition of Shares)

Article 19.

 

1.         A Preference Shareholder of the type 1 preference shares, the type 2 preference shares or the type 3 preference shares may request the Corporation to acquire his or her preference shares in exchange for ordinary shares.  The period during which the acquisition may be requested (hereinafter referred to as the “Acquisition Request Period”) and the terms and conditions of acquisition are as stipulated in the resolution made in accordance with the provisions of Article 365 of the old Commercial Code, of a shareholders meeting of Sumitomo Mitsui Banking Corporation.

 

2.           A Preference Shareholder of the type 4 preference shares or the type 5 preference shares may request the Corporation to acquire his or her preference shares in exchange for ordinary shares.  The terms and conditions of acquisition shall be reasonably determined by resolution of the board of directors by the time of the first issuance of the relevant preference shares.

 

(Mandatory Acquisition)

Article 20.

 

1.         Any type 1 preference share, type 2 preference share or type 3 preference share with respect to which acquisition has not been requested during the Acquisition Request Period shall be mandatorily acquired by the Corporation, as of the date immediately following the last day of the Acquisition Request Period (hereinafter referred to as the “Mandatory Acquisition Date”), in exchange for such number of ordinary shares as is obtained by dividing the corresponding amount set forth below by the average of the daily closing prices (including quoted prices (kehai hyoji) if no closing prices are reported) per share of the Corporation's ordinary shares by regular transactions at the Tokyo Stock Exchange for the thirty (30) trading days (disregarding trading days on which no such closing prices are available) commencing on the day forty-five (45) trading days prior to the Mandatory Acquisition Date.  The average price shall be calculated in yen and rounded down to the nearest ten and thereafter rounded to the nearest hundred (50 being rounded upwards).  Provided, however, that if such average price is less than, in the case of the type 1 preference shares or the type 2 preference shares, five hundred thousand yen (500,000) or, in the case of the type 3 preference shares, two hundred fifty-eight thousand three hundred thirty yen (258,330), then a preference share shall be acquired by the Corporation in exchange for such number of ordinary shares as is obtained by dividing the corresponding amount set forth below by the relevant amount described above:

 

The type 1 preference shares:         3,000,000 yen per share

The type 2 preference shares:         3,000,000 yen per share

The type 3 preference shares:         1,000,000 yen per share

 

2.         Any type 4 preference share or type 5 preference share with respect to which acquisition has not been requested during the Acquisition Request Period shall be mandatorily acquired by the Corporation, as of the Mandatory Acquisition Date, in exchange for such number of ordinary shares as is obtained by dividing the amount of subscription price per share paid for the preference share by the average of the daily closing prices (including quoted prices (kehai hyoji) if no closing prices are reported) per share of the Corporation's ordinary shares by regular transactions at the Tokyo Stock Exchange for the thirty (30) trading days (disregarding trading days on which no such closing prices are available) commencing on the day forty-five (45) trading days prior to the Mandatory Acqusition Date.  The average price shall be calculated in yen and rounded down to the nearest ten and thereafter rounded to the nearest hundred (50 being rounded upwards).  Provided, however, that if such average price is less than the amount not less than five hundred thousand yen (500,000) determined by resolution of the board of directors relating to the issuance of the relevant preference shares, then a preference share shall be acquired by the Corporation in exchange for such number of ordinary shares as is obtained by dividing the amount of subscription price per share paid for the preference share by such amount determined by such resolution.

 

3.         Any fraction of less than one share arising as a result of calculation of the number of ordinary shares pursuant to the foregoing two Paragraphs shall be treated in accordance with the provisions of Article 234 of the Corporation Law.

 

(Preference Order)

Article 21.

 

              The preference order of payment of Preferred Dividends, Preferred Interim Dividends and liquidation distributions of residual assets for preference shares issued by the Corporation shall be the same among the various types of preference shares.

 

 

 

 

Chapter IV.  General Meetings of Shareholders

 

(Convocation)

Article 22.

 

1.           An ordinary general meeting of shareholders shall be convened within three months after the close of each fiscal year and an extraordinary general meeting of shareholders may be convened whenever necessary.

 

2.           Except as otherwise provided by applicable law, a general meeting of shareholders shall be convened by the director-president pursuant to a resolution of the board of directors.  Should the director-president fail or be unable to act, another of the directors shall act in his or her place in accordance with the seniority established in advance by the board of directors.

 

(Disclosure by Internet of Reference Documents, etc. for Shareholders Meeting and Deemed Provision)

 

Article 23

 

              In connection with convocation of a general meeting of shareholders the Corporation may deem that the information relating to the matters to be described or shown in the reference documents for the shareholders meeting, the business report, financial statements and the consolidated financial statements, is provided to the shareholders by disclosing such information by internet as provided in the relevant Ministerial Ordinance of the Ministry of Justice. 

 

 

(Chairman)

Article 24.

 

              The director-chairman or the director-president shall act as chairman at all general meetings of shareholders. Should both the director-chairman and the director-president fail or be unable to act, another of the directors shall act in their place in accordance with the seniority established in advance by the board of directors.

 

(Requirement for Resolutions)

Article 25.

 

1.           Except as otherwise provided by applicable law or by these Articles of Incorporation, all resolutions at a general meeting of shareholders shall be adopted by a majority of all the voting rights held by the shareholders present thereat who are entitled to exercise the voting rights.

 

2.      A resolution under Paragraph 2 of Article 309, of the Corporation Law shall be adopted by two thirds or more of the voting rights held by the shareholders present at a general meeting of shareholders, who hold at least one third of the voting rights held by all the shareholders of the Corporation who are entitled to exercise the voting rights.

(Exercise of Voting Rights by Proxy)

Article 26.

 

1.           A shareholder may exercise his or her voting rights by one proxy; provided, however, that the proxy must be a shareholder entitled to vote at the relevant general meeting of shareholders of the Corporation.

 

2.           Either a shareholder or his or her proxy shall submit power of attorney to the Corporation.

 

(Shareholders' Meeting of a Particular Class of Shares)

Article 27.

 

              The provisions of Paragraph 2 of Article 22, Article 23, Article 24 and Article 26 hereof shall be applied mutatis mutandis to a shareholders' meeting of a particular class of shares.

 

 

Chapter V.  Directors and Board of Directors

 

(Number of Directors)

Article 28.

 

              The Corporation shall have three or more directors.

 

(Election)

Article 29.

 

1.         A resolution for the election of directors shall be adopted at a general meeting of shareholders by a majority of the voting rights held by the shareholders present at the general meeting of shareholders and who hold not less than one third of voting rights of all the shareholders who are entitled to exercise the voting rights.

 

2.         Such resolution may not be adopted by cumulative voting.

 

(Term of Office)

Article 30.

 

              The term of office of a director shall expire upon conclusion of the ordinary general meeting of shareholders to be held for the last fiscal year ending within two years after the election of the director.

 

(Board of Directors)

Article 31.

 

1.           The board of directors shall consist of all the directors of the Corporation currently in office.

 

2.           Except as otherwise provided by applicable law, the director-chairman shall convene, and act as chairman at, all meetings of the board of directors.  Should the office of the director-chairman be vacant, or should the director-chairman fail or be unable to act, the director-president shall act in his or her place.  Should the director-president also fail or be unable to act, another of the directors shall act as chairman in accordance with the seniority established in advance by the board of directors.

 

3.           Notice of a meeting of the board of directors shall be given to each director and each statutory auditor at least three days prior to the day set for such meeting; provided, however, that in case of emergency, such period of notice may be shortened.

 

4.           Except as otherwise provided by applicable law, all resolutions of the board of directors shall be adopted at a meeting of the board of directors at which a majority of all of the directors entitled to vote at the meeting are present, by a majority of such directors present at such meeting.

 

5.           In the event that a director made a proposal with respect to a matter to be resolved at a meeting of the board of directors and all directors who are entitled to vote on such matter agree affirmatively in writing or by electronic means, it shall be deemed that a resolution of a meeting of the board of directors has been made to approve such proposal unless any corporate auditor objects to the resolution.

(Representative Directors, Titled Directors)

Article 32.

 

1.           The board of directors shall by its resolution elect one or more representative directors.

 

2.           The board of directors may by its resolution appoint from among its members, one director-chairman, one director-president and one or more director-deputy chairmen, director-deputy presidents, senior managing directors and managing directors.

 

(Powers and Duties of Directors)

Article 33.

 

1.           The director-chairman shall preside over the board of directors.

 

2.           The director-deputy chairmen shall assist the director-chairman.

 

3.           The director-president shall carry out and implement resolutions of the board of directors and shall generally supervise the entire operation of the Corporation.  Should the director-president fail or be unable to act, a director-deputy president, a senior managing director or a managing director shall, in such order of seniority, act in his or her place.

 

4.           The director-deputy presidents, the senior managing directors and the managing directors shall assist the director-president and shall carry on the day-to-day businesses of the Corporation.

 

(Limitation of Liability Agreement with Outside Directors)

 

Article 34.

 

              Pursuant to Paragraph 1 of Article 427 of the Corporation Law, the Corporation may conclude with an outside director an agreement to limit the liability of the outside director under Paragraph 1 of Article 423 of the Corporation Law, provided, however, that the limit of liability under such agreement shall be the higher of (i) the amount specified in advance which is not less than 10,000,000 yen or (ii) the amount specified by law.

 

 

Chapter VI.  Corporate Auditors and Board of Corporate Auditors

 

(Number of Corporate Auditors)

Article 35.

 

The Corporation shall have three or more corporate auditors.

 

(Election)

Article 36.

 

A resolution for the election of corporate auditors shall be adopted at a general meeting of shareholders by a majority of the voting rights held by the shareholders who are present at the general meeting and who hold not less than one third of voting rights of all the shareholders who are entitled to exercise the voting rights.

 

(Term of Office)

Article 37.

 

              The term of office of a corporate auditor shall expire upon conclusion of the ordinary general meeting of shareholders to be held for the last fiscal year ending within four years after the election of the corporate auditor.

 

(Board of Corporate Auditors)

Article 38.

 

1.           The board of corporate auditors shall consist of all the corporate auditors of the Corporation currently in office.

 

2.           Notice of a meeting of the board of corporate auditors shall be given to each corporate auditor at least three days prior to the day set for such meeting; provided, however, that in case of emergency, such period of notice may be shortened.

 

3.           Except as otherwise provided by applicable law, all resolutions of the board of corporate auditors shall be adopted at a meeting of the board of corporate auditors, by a majority of the corporate auditors.

 

(Standing Corporate Auditors)

Article 39.

 

              The board of corporate auditors shall elect by its resolution one or more standing corporate auditors.  The standing corporate auditor(s) shall serve on a full-time basis.

 

(Limitation of Liability Agreement with Outside Corporate Auditors)

 

Article 40.

 

              Pursuant to Paragraph 1 of Article 427 of the Corporation Law, the Corporation may conclude with an outside corporate auditor an agreement to limit the liability of the outside corporate auditor under Paragraph 1 of Article 423 of the Corporation Law, provided, however, that the limit of liability under such agreement shall be the higher of (i) the amount specified in advance which is not less than 10,000,000 yen or (ii) the amount specified by law.

 

 

Chapter VII.  Accounts

 

(Fiscal Year)

Article 41.

 

              The fiscal year of the Corporation shall commence on April 1 of each year and shall end on March 31 of the following year.

 

(Dividends of Surplus)

Article 42.

 

              Cash dividends of surplus shall be made by the Corporation pursuant to a resolution of a general meeting of shareholders to the shareholders or the registered share pledgees appearing or recorded on the final register of shareholders and to the holders of fractional shares appearing or recorded on the register of fractional shares as of the last day of a fiscal year.

 

(Interim Dividends)

Article 43.

 

              The Corporation may, by resolution of a meeting of the board of directors, distribute interim dividends to the shareholders or the registered share pledgees appearing or recorded on the final register of shareholders and to the holders of fractional shares appearing or recorded on the register of fractional shares at the close of September 30 of each year.

 

 

(Period of Limitations for Dividends)

Article 44.

 

              If any cash dividends shall remain unreceived after expiration of five years from the day on which such dividends shall have become due and payable, the Corporation shall be relieved of its obligation to pay such dividends.

 

 (End)