News Release


[Sumitomo Mitsui Financial Group, Inc.]Notice regarding Establishment of Overseas Special Purpose Subsidiary and Issuance of Non-Dilutive Non-Cumulative Perpetual Preferred Securities(1/1)

Sumitomo Mitsui Financial Group, Inc.

 

 

Notice regarding Establishment of Overseas Special Purpose Subsidiary and

Issuance of Non-Dilutive Non-Cumulative Perpetual Preferred Securities

 

TOKYO, November 19, 2008 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces that its board of directors has resolved to establish a wholly-owned overseas special purpose subsidiary (the “Cayman Subsidiary”) in the Cayman Islands and to issue perpetual preferred securities through the Cayman Subsidiary (the “Preferred Securities”).

 

The Preferred Securities are non-dilutive non-cumulative perpetual preferred securities to be issued by the Cayman Subsidiary and are expected to qualify as Tier I capital under the applicable regulations in Japan. The Preferred Securities are not convertible into common stock of SMFG.

 

PARTICULARS

 

Issuer

SMFG Preferred Capital JPY 2 Limited

The issuer is an overseas special purpose subsidiary established in the Cayman Islands, the voting rights of which are wholly owned by SMFG

Type of Security

Japanese yen denominated Non-Cumulative Perpetual Preferred Securities

The Preferred Securities are not convertible into common stock of SMFG

Total Issue Amount

To be determined

Use of Proceeds

To be ultimately provided to Sumitomo Mitsui Banking Corporation, a banking subsidiary of SMFG, as perpetual subordinated loans

Ranking

The Preferred Securities rank, as to liquidation preferences, effectively paripassu with preferred stock of SMFG

Method of Offering

Private placement to qualified institutional investors, etc. in Japan

Listing

Unlisted

Note: The above description is prepared on the assumptions that SMFG performs necessary filings and obtains the approval required under the relevant laws.

 

Disclaimer:

This document is prepared for the purpose of public disclosure about establishment of an overseas special purpose subsidiary and issuance of the Preferred Securities by 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.

 




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