1. Name of Shares:

   Sumitomo Mitsui Financial Group, Inc. First Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Second Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Third Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Fourth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Fifth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Sixth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Seventh Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Eighth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Ninth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Tenth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Eleventh Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Twelfth Series Type 4 Preferred Stock, (Type 4 Preferred Stock of each series shall be hereinafter referred to as “Each Series Preferred Stock”, respectively, and “First-Twelfth Series Preferred Stock”, collectively)

1. Name of Shares:

   Sumitomo Mitsui Financial Group, Inc. First Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Second Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Third Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Fourth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Ninth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Tenth Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Eleventh Series Type 4 Preferred Stock, Sumitomo Mitsui Financial Group, Inc. Twelfth Series Type 4 Preferred Stock, (Type 4 Preferred Stock of each series shall be hereinafter referred to as “Each Series Preferred Stock”, respectively)

2. Number of Shares to be issued:

   4,175 for each series (an aggregate number of 50,100 First-Twelfth Series Preferred Stock)

2. Number of Shares to be issued:

   4,175 for each series (an aggregate number of 33,400 Each Series Preferred Stock)

4. Aggregate Amount to be paid:

   \12,525,000,000 for each series (an aggregate amount of \150,300,000,000 to be paid for the First-Twelfth Series Preferred Stock)

4. Aggregate Amount to be paid:

   \12,525,000,000 for each series (an aggregate amount of \100,200,000,000 to be paid for the Each Series Preferred Stock)          

16. Request for Acquisition of Shares:

   Each Series Preferred Stockholder may request the Company to acquire his/her Each Series Preferred Stock in exchange for the Common Stock.

(1) Period during which a request for acquisition may be made (the “Acquisition Period”):

From February 8, 2003 to and including February 7, 2028.

16. Request for Acquisition of Shares:

   Each Series Preferred Stockholder may request the Company to acquire his/her Each Series Preferred Stock in exchange for the Common Stock.

(1) Period during which a request for acquisition may be made (the “Acquisition Period”):

From February 8, 2003 to and including February 7, 2028.

(2) Terms of Acquisition:

A. Price for exercising the right to request acquisition (the “Acquisition Price”):

The Acquisition Price shall be \318,800.

(2) Terms of Acquisition:

A. Price for exercising the right to request acquisition (the “Acquisition Price”):

The Acquisition Price shall be \3,188.

B. Reset of Acquisition Price:

As of the date on which Each Series Preferred Stockholders request the Company to acquire Each Series Preferred Stock (the “Reset Date”), the Acquisition Price will be reset to the lower amount of (i) the Acquisition Price in effect on the date immediately preceding the Reset Date and (ii) the amount equal to the average of the closing price (including the closing bid or offered price) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the Reset Date, and such amount shall be calculated to the digit two places to the left of the decimal (i.e. ten (10) yen); any amount equal to or more than fifty (50) yen shall be rounded up to the nearest one hundred (100) yen and any amount less than fifty (50) yen shall be disregarded (the “Acquisition Price After Reset”); provided, however, that in the event that the Acquisition Price After Reset is less than \ 105,100 (subject to any adjustment set forth below) (the “Acquisition Floor Price”), the Acquisition Price After Reset shall be the Acquisition Floor Price.  If any event that requires adjustment of the Acquisition Price in accordance with section “C. Adjustment of Acquisition Price” below occurs from the forty-fifth (45th) trading day preceding the Reset Date up until such Reset Date, the Acquisition Price After Reset will be subject to adjustment in accordance with section “C. Adjustment of Acquisition Price” below.  For avoidance of doubt, the Acquisition Price After Reset shall apply only to such series of Each Series Preferred Stock in respect of which a request for acquisition is made on the Reset Date.

B. Reset of Acquisition Price:

As of the date on which Each Series Preferred Stockholders request the Company to acquire Each Series Preferred Stock (the “Reset Date”), the Acquisition Price will be reset to the lower amount of (i) the Acquisition Price in effect on the date immediately preceding the Reset Date and (ii) the amount equal to the average of the closing price (including the closing bid or offered price.  The closing price on the trading day prior to the day immediately preceding the date of implementation of the “Law for Partial Amendment of the Laws related to Transfer of Bonds, etc., to Streamline Settlement with respect to Transactions of Stock, etc.” (Law No.88, June 9, 2004, hereinafter referred to as the “Stock Settlement Streamlining Law”) shall be one hundredth of such closing price.) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the Reset Date, and such amount shall be calculated to the first decimal place (i.e. zero point one (0.1) yen); any amount equal to or more than zero point five (0.5) yen shall be rounded up to the nearest one (1) yen and any amount less than zero point five (0.5) yen shall be disregarded (the “Acquisition Price After Reset”); provided, however, that in the event that the Acquisition Price After Reset is less than \ 1,051 (subject to any adjustment set forth below) (the “Acquisition Floor Price”), the Acquisition Price After Reset shall be the Acquisition Floor Price.  If any event that requires adjustment of the Acquisition Price in accordance with section “C. Adjustment of Acquisition Price” below occurs from the forty-fifth (45th) trading day preceding the Reset Date up until such Reset Date, the Acquisition Price After Reset will be subject to adjustment in accordance with section “C. Adjustment of Acquisition Price” below.  For avoidance of doubt, the Acquisition Price After Reset shall apply only to such series of Each Series Preferred Stock in respect of which a request for acquisition is made on the Reset Date.

C. Adjustment of Acquisition Price:

(a) After the issuance of Each Series Preferred Stock and upon the occurrence of any event set out in items (i) through (v) below, the Acquisition Price will be subject to adjustment in accordance with the relevant formula for each event set forth below (the “Acquisition Price Adjustment Formula”; the Acquisition Price adjusted by the Acquisition Price Adjustment Formula shall be hereinafter referred to as the “Acquisition Price After Adjustment”):

I.With respect to the events set forth in items (i) through (iii) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment (as defined in (d) below);

“N” means the number of shares of issued Common Stock (as defined in (e) below);

“NN” means the number of shares of Common Stock newly issued or transferred, or in the case of a calculation relating to Convertible Securities (as defined in (iii) below, hereinafter the same) or Share Acquisition Rights (as defined in (iii) below), the number of shares of Common Stock deliverable upon the exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights;

“C” means the amount to be paid per share of Common Stock included in NN (including the value of the asset to be contributed upon the exercise of each Share Acquisition Right); and

“CMP” means the Current Market Price (as defined in (c) below).

C. Adjustment of Acquisition Price:

(a) After the issuance of Each Series Preferred Stock and upon the occurrence of any event set out in items (i) through (v) below, the Acquisition Price will be subject to adjustment in accordance with the relevant formula for each event set forth below (the “Acquisition Price Adjustment Formula”; the Acquisition Price adjusted by the Acquisition Price Adjustment Formula shall be hereinafter referred to as the “Acquisition Price After Adjustment”):

I.With respect to the events set forth in items (i) through (iii) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment (as defined in (d) below);

“N” means the number of shares of issued Common Stock (as defined in (e) below);

“NN” means the number of shares of Common Stock newly issued or transferred, or in the case of a calculation relating to Convertible Securities (as defined in (iii) below, hereinafter the same) or Share Acquisition Rights (as defined in (iii) below), the number of shares of Common Stock deliverable upon the exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights;

“C” means the amount to be paid per share of Common Stock included in NN (including the value of the asset to be contributed upon the exercise of each Share Acquisition Right); and

“CMP” means the Current Market Price (as defined in (c) below).

II. With respect to the event set forth in item (iv) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment;

“CMP” means the Current Market Price; and

“FMV” means the fair market value as of the Record Date (meaning the date for the determination of the entitled shareholders; hereinafter the same) for the Extraordinary Cash Dividends (as defined in (iv) below) or distribution of the evidence of indebtedness or assets paid with respect to one share of Common Stock.  Such fair market value shall be evaluated by an independent third party (such as a securities company or bank) which the Board of Directors of the Company (the “Board of Directors”) determines to be appropriate.

II. With respect to the event set forth in item (iv) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment;

“CMP” means the Current Market Price; and

“FMV” means the fair market value as of the Record Date (meaning the date for the determination of the entitled shareholders; hereinafter the same) for the Extraordinary Cash Dividends (as defined in (iv) below) or distribution of the evidence of indebtedness or assets paid with respect to one share of Common Stock.  Such fair market value shall be evaluated by an independent third party (such as a securities company or bank) which the Board of Directors of the Company (the “Board of Directors”) determines to be appropriate.

III. With respect to the event set forth in item (v) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment;

“N” means the Number of shares of issued Common Stock;

“NP” means the number of shares of Common Stock (or, in the case of Convertible Securities or Share Acquisition Rights, the number of shares of Common Stock deliverable upon the exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights) acquired in such event;

“CMP” means the Current Market Price; and

“ACP” means the aggregate consideration payable by the Company for the total number of shares of Common Stock (or Convertible Securities or Share Acquisition Rights) acquired pursuant to (v) below.

If the number resulting from CMP × N - ACP (in the above Acquisition Price Adjustment Formula) is less than 1, such number shall be deemed to be 1.

The Acquisition Price After Adjustment shall be calculated to the digit two places to the left of the decimal (i.e. ten (10) yen).  Any amount equal to or more than fifty (50) yen shall be rounded up to the nearest one hundred (100) yen and any amount less than fifty (50) yen shall be disregarded.

III. With respect to the event set forth in item (v) below, the Acquisition Price Adjustment Formula shall be as follows:

where:

“NAP” means the Acquisition Price After Adjustment;

“OAP” means the Acquisition Price Before Adjustment;

“N” means the Number of shares of issued Common Stock;

“NP” means the number of shares of Common Stock (or, in the case of Convertible Securities or Share Acquisition Rights, the number of shares of Common Stock deliverable upon the exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights) acquired in such event;

“CMP” means the Current Market Price; and

“ACP” means the aggregate consideration payable by the Company for the total number of shares of Common Stock (or Convertible Securities or Share Acquisition Rights) acquired pursuant to (v) below.

If the number resulting from CMP × N - ACP (in the above Acquisition Price Adjustment Formula) is less than 1, such number shall be deemed to be 1.

The Acquisition Price After Adjustment shall be calculated to the first decimal place (i.e. zero point one (0.1) yen).  Any amount equal to or more than zero point five (0.5) yen shall be rounded up to the nearest one (1) yen and any amount less than zero point five (0.5) yen shall be disregarded.

(i) In the event that the Common Stock is issued or transferred by the Company at a price less than the Current Market Price that would be used in the Acquisition Price Adjustment Formula (excluding the delivery of shares of Common Stock due to the exercise of Share Acquisition Rights or the exercise of a right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to Convertible Securities), the Acquisition Price shall be adjusted to bethe Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I., and such Acquisition Price After Adjustment will become effective, where the rights to an allocation of such Common Stock are granted to shareholders with a specified Record Date, as of the date immediately following such Record Date, or, in all other cases, as of the date immediately following the payment date of such Common Stock.

(i) In the event that the Common Stock is issued or transferred by the Company at a price less than the Current Market Price that would be used in the Acquisition Price Adjustment Formula (excluding the delivery of shares of Common Stock due to the exercise of Share Acquisition Rights or the exercise of a right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to Convertible Securities), the Acquisition Price shall be adjusted to bethe Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I., and such Acquisition Price After Adjustment will become effective, where the rights to an allocation of such Common Stock are granted to shareholders with a specified Record Date, as of the date immediately following such Record Date, or, in all other cases, as of the date immediately following the payment date of such Common Stock.

(ii) In the event that Common Stock is issued or transferred by way of stock split or free of charge allotment, the Acquisition Price shall be adjusted to bethe Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I., and such Acquisition Price After Adjustment will become effective as of the date immediately following the Record Date specified for the stock split or free of charge allotment (or, in the case that no Record Date is specified for a free of charge allotment, as of the date immediately following the effective date thereof).

   However, if the Board of Directors resolves that the issue or transfer of Common Stock by way of stock split or free of charge allotment shall be effected, subject to a reduction of the amount of surplus and increase in capital, by such increase and the Record Date specified for the stock split or free of charge allotment (or, in the case that no Record Date is specified for a free of charge allotment, the effective date thereof) falls prior to the date of the general meeting of shareholders at which the relevant increase in capital is to be approved, such Acquisition Price After Adjustment will become effective as of the date immediately following the date on which the relevant general meeting of shareholders approving such increase in capital is concluded.

(ii) In the event that Common Stock is issued or transferred by way of stock split or free of charge allotment, the Acquisition Price shall be adjusted to bethe Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I., and such Acquisition Price After Adjustment will become effective as of the date immediately following the Record Date specified for the stock split or free of charge allotment (or, in the case that no Record Date is specified for a free of charge allotment, as of the date immediately following the effective date thereof).

   However, if the Board of Directors resolves that the issue or transfer of Common Stock by way of stock split or free of charge allotment shall be effected, subject to a reduction of the amount of surplus and increase in capital, by such increase and the Record Date specified for the stock split or free of charge allotment (or, in the case that no Record Date is specified for a free of charge allotment, the effective date thereof) falls prior to the date of the general meeting of shareholders at which the relevant increase in capital is to be approved, such Acquisition Price After Adjustment will become effective as of the date immediately following the date on which the relevant general meeting of shareholders approving such increase in capital is concluded.

(iii) In the event that the Company issues securities with rights to request the acquisition of such securities by the Company or with provisions entitling the Company to acquire such securities in exchange for Common Stock (excluding any other series of Each Series Preferred Stock to be issued at the same time of issuance of this series of Each Series Preferred Stock; hereinafter referred to as the “Convertible Securities”) or rights to request the delivery of the Common Stock by the Company (including share acquisition rights incorporated in bonds issued by the Company; the “Share Acquisition Rights”) at a price less than the Current Market Price that would be used in the Acquisition Price Adjustment Formula, the Acquisition Price shall be adjusted to be the Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I, and such Acquisition Price After Adjustment will become effective, where the right to receive an allotment of the Convertible Securities or Share Acquisition Rights are granted to shareholders with specified Record Date, as of the date immediately following such Record Date, or, in all other cases, as of the date immediately following the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, as of the date immediately following the Record Date therefor if specified, or the effective date thereof if no Record Date is specified).  In the case of issuance of such Convertible Securities or Share Acquisition Rights, the Acquisition Price After Adjustment shall be calculated on the assumption that the total number of the issued Convertible Securities are acquired in exchange for the delivery of the Common Stock or all the issued Share Acquisition Rights are exercised on the date immediately preceding the date on which the Acquisition Price After Adjustment becomes effective.  However, in the case that the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is not fixed as of the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, the Record Date therefor if specified, or the effective date thereof if no Record Date is specified), and such issued Convertible Securities or Share Acquisition Rights do not have a fixed lowest initial acquisition price or exercise price per share, then such Acquisition Price After Adjustment will become effective as of the date immediately following the date on which the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is fixed.  In case that the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is not fixed as of the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, the Record Date therefor if specified, or the effective date thereof if no Record Date is specified), and such issued Convertible Securities or Share Acquisition Rights have a fixed lowest initial acquisition price or exercise price per share, then such Acquisition Price After Adjustment will become effective, where the right to receive an allotment of the Convertible Securities or Share Acquisition Rights are granted to shareholders, as of the date immediately following the Record Date specified for such allotment, or, in all other cases, as of the date immediately following the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, as of the date immediately following the Record Date if specified, or the effective date thereof if no Record Date is specified) and such Convertible Securities or Share Acquisition Rights will be deemed to be delivered in exchange for the maximum number of shares of Common Stock deliverable upon such exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights at the lowest initial acquisition price or exercise price per share (without taking into account any anti-dilution adjustments).  If there is a subsequent change in the maximum number of shares of Common Stock deliverable, or in the minimum acquisition price or exercise price, upon exercise of the right to request the acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or exercise of the Share Acquisition Rights, including but not limited to, a change resulting from the anti-dilution provisions thereof, then immediately prior to the exercise of the right to request acquisition with respect to Each Series Preferred Stock, the Acquisition Price After Adjustment shall be recomputed to reflect such changes (provided, however, that no resulting increase in the Acquisition Price After Adjustment may be made unless there was a previous decrease in the Acquisition Price After Adjustment as a result of the issuance or deemed issuance of those Convertible Securities or Share Acquisition Rights due to adjustments or recomputations as provided for in this (iii) and, in the case where any previous decrease exists, no resulting increase in the Acquisition Price After Adjustment may exceed the amount of any such decrease), but no further recomputations shall be made for the actual delivery of Common Stock or any payment of consideration upon exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition of such Convertible Securities, or the exercise of the Share Acquisition Rights.  If there is a subsequent expiration of any rights to request acquisition or any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or any Share Acquisition Rights, then immediately prior to the exercise of the right to request acquisition with respect to Each Series Preferred Stock, the Acquisition Price After Adjustment shall be recomputed to reflect the delivery of only the number of shares of Common Stock actually delivered upon exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or the exercise of the Share Acquisition Rights.

   All Convertible Securities and Share Acquisition Rights that are outstanding at the time of issuance of Each Series Preferred Stock shall be deemed to have been issued on the date immediately following the issue date of Each Series Preferred Stock.

(iii) In the event that the Company issues securities with rights to request the acquisition of such securities by the Company or with provisions entitling the Company to acquire such securities in exchange for Common Stock (excluding any other series of Each Series Preferred Stock to be issued at the same time of issuance of this series of Each Series Preferred Stock; hereinafter referred to as the “Convertible Securities”) or rights to request the delivery of the Common Stock by the Company (including share acquisition rights incorporated in bonds issued by the Company; the “Share Acquisition Rights”) at a price less than the Current Market Price that would be used in the Acquisition Price Adjustment Formula, the Acquisition Price shall be adjusted to be the Acquisition Price After Adjustment computed in accordance with the Acquisition Price Adjustment Formula in Section 16(2)(C)(a) I, and such Acquisition Price After Adjustment will become effective, where the right to receive an allotment of the Convertible Securities or Share Acquisition Rights are granted to shareholders with specified Record Date, as of the date immediately following such Record Date, or, in all other cases, as of the date immediately following the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, as of the date immediately following the Record Date therefor if specified, or the effective date thereof if no Record Date is specified).  In the case of issuance of such Convertible Securities or Share Acquisition Rights, the Acquisition Price After Adjustment shall be calculated on the assumption that the total number of the issued Convertible Securities are acquired in exchange for the delivery of the Common Stock or all the issued Share Acquisition Rights are exercised on the date immediately preceding the date on which the Acquisition Price After Adjustment becomes effective.  However, in the case that the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is not fixed as of the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, the Record Date therefor if specified, or the effective date thereof if no Record Date is specified), and such issued Convertible Securities or Share Acquisition Rights do not have a fixed lowest initial acquisition price or exercise price per share, then such Acquisition Price After Adjustment will become effective as of the date immediately following the date on which the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is fixed.  In case that the acquisition price of such issued Convertible Securities or the exercise price of such issued Share Acquisition Rights is not fixed as of the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, the Record Date therefor if specified, or the effective date thereof if no Record Date is specified), and such issued Convertible Securities or Share Acquisition Rights have a fixed lowest initial acquisition price or exercise price per share, then such Acquisition Price After Adjustment will become effective, where the right to receive an allotment of the Convertible Securities or Share Acquisition Rights are granted to shareholders, as of the date immediately following the Record Date specified for such allotment, or, in all other cases, as of the date immediately following the payment date of such Convertible Securities or the allotment date of such Share Acquisition Rights (or, in the case of a free of charge allotment of Share Acquisition Rights, as of the date immediately following the Record Date if specified, or the effective date thereof if no Record Date is specified) and such Convertible Securities or Share Acquisition Rights will be deemed to be delivered in exchange for the maximum number of shares of Common Stock deliverable upon such exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition, or the exercise of the Share Acquisition Rights at the lowest initial acquisition price or exercise price per share (without taking into account any anti-dilution adjustments).  If there is a subsequent change in the maximum number of shares of Common Stock deliverable, or in the minimum acquisition price or exercise price, upon exercise of the right to request the acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or exercise of the Share Acquisition Rights, including but not limited to, a change resulting from the anti-dilution provisions thereof, then immediately prior to the exercise of the right to request acquisition with respect to Each Series Preferred Stock, the Acquisition Price After Adjustment shall be recomputed to reflect such changes (provided, however, that no resulting increase in the Acquisition Price After Adjustment may be made unless there was a previous decrease in the Acquisition Price After Adjustment as a result of the issuance or deemed issuance of those Convertible Securities or Share Acquisition Rights due to adjustments or recomputations as provided for in this (iii) and, in the case where any previous decrease exists, no resulting increase in the Acquisition Price After Adjustment may exceed the amount of any such decrease), but no further recomputations shall be made for the actual delivery of Common Stock or any payment of consideration upon exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition of such Convertible Securities, or the exercise of the Share Acquisition Rights.  If there is a subsequent expiration of any rights to request acquisition or any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or any Share Acquisition Rights, then immediately prior to the exercise of the right to request acquisition with respect to Each Series Preferred Stock, the Acquisition Price After Adjustment shall be recomputed to reflect the delivery of only the number of shares of Common Stock actually delivered upon exercise of the right to request acquisition or the occurrence of any of the events set out in the provisions for acquisition with respect to such Convertible Securities, or the exercise of the Share Acquisition Rights.

   All Convertible Securities and Share Acquisition Rights that are outstanding at the time of issuance of Each Series Preferred Stock shall be deemed to have been issued on the date immediately following the issue date of Each Series Preferred Stock.

(iv) In the event that the Company pays an Extraordinary Cash Dividend or makes a distribution to all holders of Common Stock of evidence of its indebtedness or assets (other than cash dividends of surplus excluding Extraordinary Cash Dividends), the then applicable Acquisition Price shall be adjusted to be the Acquisition Price After Adjustment computed in accordance with the formula in Section 16(2)(C)(a) II.  Such adjustment shall be made whenever any such Extraordinary Cash Dividends or distribution is made and the Acquisition Price After Adjustment shall become effective, in the case of Extraordinary Cash Dividends, as of the date immediately following the last day of the relevant Annual Fiscal Period (as defined below), or, in the case of the right to receive a distribution, as of the Record Date specified for the determination of shareholders entitled to receive such distribution.

“Extraordinary Cash Dividend” means the amount by which the Percentage Dividend Yield (as defined below) based on the aggregate amount of cash dividends of surplus declared by the Company the Record Date of which falls during the relevant Annual Fiscal Period exceeds the sum of (i) five per cent. plus (ii) the average of the Percentage Dividend Yields based on each aggregate amount of the cash dividends of surplus the Record Date of which falls during each of the three immediately preceding Annual Fiscal Periods;

“Annual Fiscal Period” means a period commencing on 1st April and ending on the succeeding 31st March; provided that if the Company shall change its fiscal year so as to end on a date other than 31st March, Annual Fiscal Period shall be deemed to be amended mutatis mutandis;

“Percentage Dividend Yield” means the percentage figure derived from the following formula:

(iv) In the event that the Company pays an Extraordinary Cash Dividend or makes a distribution to all holders of Common Stock of evidence of its indebtedness or assets (other than cash dividends of surplus excluding Extraordinary Cash Dividends), the then applicable Acquisition Price shall be adjusted to be the Acquisition Price After Adjustment computed in accordance with the formula in Section 16(2)(C)(a) II.  Such adjustment shall be made whenever any such Extraordinary Cash Dividends or distribution is made and the Acquisition Price After Adjustment shall become effective, in the case of Extraordinary Cash Dividends, as of the date immediately following the last day of the relevant Annual Fiscal Period (as defined below), or, in the case of the right to receive a distribution, as of the Record Date specified for the determination of shareholders entitled to receive such distribution.

“Extraordinary Cash Dividend” means the amount by which the Percentage Dividend Yield (as defined below) based on the aggregate amount of cash dividends of surplus declared by the Company the Record Date of which falls during the relevant Annual Fiscal Period exceeds the sum of (i) five per cent. plus (ii) the average of the Percentage Dividend Yields based on each aggregate amount of the cash dividends of surplus the Record Date of which falls during each of the three immediately preceding Annual Fiscal Periods;

“Annual Fiscal Period” means a period commencing on 1st April and ending on the succeeding 31st March; provided that if the Company shall change its fiscal year so as to end on a date other than 31st March, Annual Fiscal Period shall be deemed to be amended mutatis mutandis;

“Percentage Dividend Yield” means the percentage figure derived from the following formula:

where:

“D”  equals the aggregate amount of cash dividends of surplus declared by the Company on each share of Common Stock, the Record Date of which falls during the relevant fiscal year; and

“P”  equals the average of the closing price of the Common Stock on the Tokyo Stock Exchange Co., Ltd. for each trading day (excluding the dates on which the closing price is not available) in the applicable Annual Fiscal Period.

where:

“D”  equals the aggregate amount of cash dividends of surplus declared by the Company on each share of Common Stock, the Record Date of which falls during the relevant fiscal year; and

“P”  equals the average of the closing price of the Common Stock on the Tokyo Stock Exchange Co., Ltd. for each trading day (excluding the dates on which the closing price is not available) in the applicable Annual Fiscal Period.

(v) In the event that the Company acquires any Common Stock at a price per share greater than the Current Market Price per share of Common Stock on the date of such acquisition (the “Acquisition Date”) (excluding an event where the Company acquires Common Stock in the open market or otherwise according to the Company Law and where the Company redeems or otherwise acquires Common Stock relating to a claim for the purchase of fractional shares (hakabu kaitori seikyu)), or any Convertible Securities or any other securities with the right to receive delivery of Common Stock for a consideration per share of Common Stock greater than the Current Market Price per share of Common Stock on the Acquisition Date, the then applicable Acquisition Price shall be adjusted to the Acquisition Price After Adjustment computed in accordance with the formula in Section 16(2)(C)(a) III., and such adjustment shall be made whenever Common Stock or such securities are redeemed or otherwise acquired by the Company, and the Acquisition Price After Adjustment shall become effective as of the date immediately following the Acquisition Date.

(v) In the event that the Company acquires any Common Stock at a price per share greater than the Current Market Price per share of Common Stock on the date of such acquisition (the “Acquisition Date”) (excluding an event where the Company acquires Common Stock in the open market or otherwise according to the Company Law and where the Company redeems or otherwise acquires Common Stock relating to a claim for the purchase of shares less than one unit (tangen-miman-kabushiki kaitori seikyu)), or any Convertible Securities or any other securities with the right to receive delivery of Common Stock for a consideration per share of Common Stock greater than the Current Market Price per share of Common Stock on the Acquisition Date, the then applicable Acquisition Price shall be adjusted to the Acquisition Price After Adjustment computed in accordance with the formula in Section 16(2)(C)(a) III., and such adjustment shall be made whenever Common Stock or such securities are redeemed or otherwise acquired by the Company, and the Acquisition Price After Adjustment shall become effective as of the date immediately following the Acquisition Date.

(b) If an adjustment of the Acquisition Price is required by any share exchange (kabushiki kokan), share transfer (kabushiki iten), corporate split-up (kaisha bunkatsu), merger, decrease in capital, consolidation of Common Stock or any other dilution event not covered in (a) above, such Acquisition Price will be adjusted to be the price which the Board of Directors determines to be appropriate in accordance with (a) above.  The Board of Directors shall make such determination of the adjustment in good faith and in a reasonable manner.

(b) If an adjustment of the Acquisition Price is required by any share exchange (kabushiki kokan), share transfer (kabushiki iten), corporate split-up (kaisha bunkatsu), merger, decrease in capital, consolidation of Common Stock or any other dilution event not covered in (a) above, such Acquisition Price will be adjusted to be the price which the Board of Directors determines to be appropriate in accordance with (a) above.  The Board of Directors shall make such determination of the adjustment in good faith and in a reasonable manner.

(c) The “Current Market Price” used in the Acquisition Price Adjustment Formula shall be the average of the closing price (including the closing bid or offered price) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the date on which the Acquisition Price After Adjustment becomes effective, or in the case referred to in the proviso contained in (a) (ii) above, the Record Date specified for a stock split or free of charge allotment (or, in case that no Record Date is specified for a free of charge allotment, the effective date thereof).  The average of the closing price shall be calculated to the digit two places to the left of the decimal (i.e. ten (10) yen).  Any amount equal to or more than fifty (50) yen shall be rounded up to the nearest one hundred (100) yen and any amount less than fifty (50) yen shall be disregarded.  If any event that requires adjustment of the Acquisition Price occurs in accordance with (a) above from the forty-fifth (45th) trading day preceding the date on which the Acquisition Price After Adjustment becomes effective to such date on which the Acquisition Price After Adjustment becomes effective, the Acquisition Price After Adjustment will be subject to adjustment in accordance with (a) above.

(c) The “Current Market Price” used in the Acquisition Price Adjustment Formula shall be the average of the closing price (including the closing bid or offered price.  The closing price on the trading day prior to the day immediately preceding the date of implementation of the Stock Settlement Streamlining Law shall be one hundredth of such closing price.) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the date on which the Acquisition Price After Adjustment becomes effective, or in the case referred to in the proviso contained in (a) (ii) above, the Record Date specified for a stock split or free of charge allotment (or, in case that no Record Date is specified for a free of charge allotment, the effective date thereof).  The average of the closing price shall be calculated to the first decimal place (i.e. zero point one (0.1) yen).  Any amount equal to or more than zero point five (0.5) yen shall be rounded up to the nearest one (1) yen and any amount less than zero point five (0.5) yen shall be disregarded.  If any event that requires adjustment of the Acquisition Price occurs in accordance with (a) above from the forty-fifth (45th) trading day preceding the date on which the Acquisition Price After Adjustment becomes effective to such date on which the Acquisition Price After Adjustment becomes effective, the Acquisition Price After Adjustment will be subject to adjustment in accordance with (a) above.

(d) The “Acquisition Price Before Adjustment” used in the Acquisition Price Adjustment Formula shall be the Acquisition Price in effect on the date immediately preceding the date on which the Acquisition Price After Adjustment becomes effective.

(e) The “Number of shares of issued Common Stock” used in the Acquisition Price Adjustment Formula shall be, where the Record Date is specified for the determination of shareholders entitled thereto, the number of shares of Common Stock issued and outstanding on such Record Date, or if no such Record Date is specified, the number of shares of Common Stock issued and outstanding on the same date of the month before the date on which the Acquisition Price After Adjustment becomes effective (excluding the number of shares of the Common Stock owned by the Company). The Board of Directors shall make such determination of the adjustment in good faith and in a reasonable manner.

(f) The “the amount to be paid per share of Common Stock” used in the Acquisition Price Adjustment Formula shall be, in the case of (a)(i), such amount to be paid (if the payment is made in kind, the fair market value of such payment as evaluated by an independent third party (such as a securities company or bank) which the Board of Directors determines to be appropriate), in the case of (a)(ii), zero yen, and in the case of (a)(iii), such Acquisition Price per share of Common Stock or the sum of the amount per share of Common Stock of the issue price of the Share Acquisition Rights and the amount to be paid upon exercise, respectively.

(g) For the purpose of this section “C. Adjustment of Acquisition Price” (except for (c) above), the “Common Stock” shall include the Common Stock and any other stock (i) that has no preference for dividends of surplus or liquidation and (ii) that is not redeemable.

(d) The “Acquisition Price Before Adjustment” used in the Acquisition Price Adjustment Formula shall be the Acquisition Price in effect on the date immediately preceding the date on which the Acquisition Price After Adjustment becomes effective.

(e) The “Number of shares of issued Common Stock” used in the Acquisition Price Adjustment Formula shall be, where the Record Date is specified for the determination of shareholders entitled thereto, the number of shares of Common Stock issued and outstanding on such Record Date, or if no such Record Date is specified, the number of shares of Common Stock issued and outstanding on the same date of the month before the date on which the Acquisition Price After Adjustment becomes effective (excluding the number of shares of the Common Stock owned by the Company). The Board of Directors shall make such determination of the adjustment in good faith and in a reasonable manner.

(f) The “the amount to be paid per share of Common Stock” used in the Acquisition Price Adjustment Formula shall be, in the case of (a)(i), such amount to be paid (if the payment is made in kind, the fair market value of such payment as evaluated by an independent third party (such as a securities company or bank) which the Board of Directors determines to be appropriate), in the case of (a)(ii), zero yen, and in the case of (a)(iii), such Acquisition Price per share of Common Stock or the sum of the amount per share of Common Stock of the issue price of the Share Acquisition Rights and the amount to be paid upon exercise, respectively.

(g) For the purpose of this section “C. Adjustment of Acquisition Price” (except for (c) above), the “Common Stock” shall include the Common Stock and any other stock (i) that has no preference for dividends of surplus or liquidation and (ii) that is not redeemable.

D. In case the Acquisition Price is adjusted in accordance with section “C. Adjustment of Acquisition Price” above, the Acquisition Floor Price shall be adjusted in the same way, subject to replacing the “Acquisition Price” with the “Acquisition Floor Price” in the Acquisition Price Adjustment Formula.  In case that the Acquisition Price is adjusted in accordance with (b) of section “C. Adjustment of Acquisition Price” above, the Acquisition Floor Price shall also be revised to the price which the Board of Directors determines to be appropriate.  The Board of Directors shall make such determination in good faith and in a reasonable manner.  Any adjustment to the Acquisition Floor Price shall take effect simultaneously with the adjustment to the Acquisition Price under (b) of section “C. Adjustment of Acquisition Price” above.

D. In case the Acquisition Price is adjusted in accordance with section “C. Adjustment of Acquisition Price” above, the Acquisition Floor Price shall be adjusted in the same way, subject to replacing the “Acquisition Price” with the “Acquisition Floor Price” in the Acquisition Price Adjustment Formula.  In case that the Acquisition Price is adjusted in accordance with (b) of section “C. Adjustment of Acquisition Price” above, the Acquisition Floor Price shall also be revised to the price which the Board of Directors determines to be appropriate.  The Board of Directors shall make such determination in good faith and in a reasonable manner.  Any adjustment to the Acquisition Floor Price shall take effect simultaneously with the adjustment to the Acquisition Price under (b) of section “C. Adjustment of Acquisition Price” above.

E. Method of calculating the number of Common Stock to be delivered in exchange for the acquisition of Each Series Preferred Stock:

The number of Shares of Common Stock of the Company to be delivered in exchange for acquisition of Each Series Preferred Stock shall be determined in accordance with the following formula:

Any fraction of less than one share resulting from the calculation of the number of shares of Common Stock to be delivered in exchange for the acquisition of Each Series Preferred Stock shall be dealt with in the manner as provided for in Paragraph 3 of Article 167 of the Company Law.

For the purposes of clarity, according to Section 16 (2)(E), no more than one fraction of a share of Common Stock shall result from a single request for acquisition by a holder of any number of shares of Each Series Preferred Stock.

E. Method of calculating the number of Common Stock to be delivered in exchange for the acquisition of Each Series Preferred Stock:

The number of Shares of Common Stock of the Company to be delivered in exchange for acquisition of Each Series Preferred Stock shall be determined in accordance with the following formula:

Any fraction of less than one share resulting from the calculation of the number of shares of Common Stock to be delivered in exchange for the acquisition of Each Series Preferred Stock shall be dealt with in the manner as provided for in Paragraph 3 of Article 167 of the Company Law.  With respect to any shares less than one unit delivered in exchange for the acquisition of Each Series Preferred Stock, a holder shall be deemed to have submitted a claim for the purchase of shares less than one unit, and the Company shall pay a monetary consideration in cash to such holder.

For the purposes of clarity, according to Section 16 (2)(E), no more than one fraction of a unit of Common Stock shall result from a single request for acquisition by a holder of any number of shares of Each Series Preferred Stock.

F. Shares to be delivered in exchange for the acquisition of Each Series Preferred Stock:

   Common Stock of Sumitomo Mitsui Financial Group, Inc.

G. Place of Acceptance of Request for Acquisition:

   The Sumitomo Trust and Banking Company, Limited

   Stock Transfer Agency Department

   4-4, Marunouchi 1-chome, Chiyoda-ku, Tokyo

H. Effectiveness of a Request for Acquisition :

   Any request for acquisition shall become effective on the date when a written request for acquisition and the relevant share certificates of Each Series Preferred Stock arrive at the place of acceptance of request for acquisition set forth in section “G. Place of Acceptance of Request for Acquisition” above.

F. Shares to be delivered in exchange for the acquisition of Each Series Preferred Stock:

   Common Stock of Sumitomo Mitsui Financial Group, Inc.

G. Place of Acceptance of Request for Acquisition:

   The Sumitomo Trust and Banking Company, Limited

   Stock Transfer Agency Department

   4-4, Marunouchi 1-chome, Chiyoda-ku, Tokyo

H. Effectiveness of a Request for Acquisition :

   Any request for acquisition shall become effective on the date when a written request for acquisition and the relevant share certificates of Each Series Preferred Stock arrive at the place of acceptance of request for acquisition set forth in section “G. Place of Acceptance of Request for Acquisition” above.

(3) Mandatory Acquisition:

The Company shall acquire Each Series Preferred Stock which is not requested for acquisition during the Acquisition Period on the date immediately following the last day of such period (the “Mandatory Acquisition Date”), in exchange for the number of shares of Common Stock obtained by dividing the amount to be paid per share of such Each Series Preferred Stock by the average of the closing price (including the closing bid or offered price) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the Mandatory Acquisition Date.  The average of the closing price shall be calculated to the digit two places to the left of the decimal (i.e.ten (10) yen).  Any amount equal to or more than fifty (50) yen shall be rounded up to the nearest one hundred (100) yen and any amount less than fifty (50) yen shall be disregarded; provided, however, that if such average of the closing price is less than five hundred thousand (500,000) yen, such Each Series Preferred Stock shall be acquired in exchange for the number of shares of Common Stock obtained by dividing the amount to be paid per share of such Each Series Preferred Stock by five hundred thousand (500,000) yen.

In the calculation of the number of shares of such Common Stock, any fraction of less than one share shall be dealt with in the manner as provided for in Article 234 of the Company Law.

(3) Mandatory Acquisition:

The Company shall acquire Each Series Preferred Stock which is not requested for acquisition during the Acquisition Period on the date immediately following the last day of such period (the “Mandatory Acquisition Date”), in exchange for the number of shares of Common Stock obtained by dividing the amount to be paid per share of such Each Series Preferred Stock by the average of the closing price (including the closing bid or offered price) (regular way) of the Common Stock on the Tokyo Stock Exchange Co., Ltd. on each of the thirty (30) consecutive trading days (excluding any day on which the closing price is not available) commencing on the forty-fifth (45th) trading day preceding the Mandatory Acquisition Date.  The average of the closing price shall be calculated to the first decimal place (i.e. zero point one (0.1)yen).  Any amount equal to or more than zero point five (0.5) yen shall be rounded up to the nearest one (1) yen and any amount less than zero point five (0.5) yen shall be disregarded; provided, however, that if such average of the closing price is less than five thousand (5,000) yen, such Each Series Preferred Stock shall be acquired in exchange for the number of shares of Common Stock obtained by dividing the amount to be paid per share of such Each Series Preferred Stock by five thousand (5,000) yen.

In the calculation of the number of shares of such Common Stock, any fraction of less than one share shall be dealt with in the manner as provided for in Article 234 of the Company Law.

(Supplementary Provisions)

(Newly established)

(Newly established)

1. Provisions of each section after amendments shall become effective on the day immediately preceding the date of implementation of the Stock Settlement Streamlining Law.

2. Section “C. Adjustment of Acquisition Price” shall not be applied to the split of Common Stock which is effective on the day immediately preceding the date of implementation of the Stock Settlement Streamlining Law.