[Sumitomo Mitsui Financial Group, Inc.]Notice regarding Partial Amendments to Articles of Incorporation(1/1)
This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Sumitomo Mitsui Financial Group, Inc. assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Sumitomo Mitsui Financial Group, Inc.
Notice regarding Partial Amendments to Articles of Incorporation
Tokyo, May 15, 2009 --- Sumitomo Mitsui Financial Group, Inc. (SMFG,
President: Teisuke Kitayama) hereby announces that SMFGfs board of directors
resolved at a meeting held today that a proposal concerning partial amendments to
SMFGfs Articles of Incorporation shall be made at the 7 th Ordinary General Meeting of Shareholders
scheduled to be held on June 26, 2009, as follows:
1. Purpose of Amendments
Partial amendments to the Articles of
Incorporation are proposed as stated below to include the provisions regarding
the adoption of electronic public notice system and the effective period of
resolution related to the election of a substitute corporate auditor, as well
as to make other necessary adjustments.
(1) Article 5 of the existing Articles of
Incorporation will be amended in order to adopt the electronic public notice
system and change the Method of Public Notice.
(2) Necessary adjustments will be made to the
provisions of Article 6 of the existing Articles of Incorporation.
(3) Article 7 of the existing Articles of Incorporation
will be deleted since, under the provisions set forth in Article 6, Paragraph 1
of the Supplementary Provisions of the gLaw for Partial Amendment of the Laws
related to Transfer of Bonds, etc., to Streamline Settlement with respect to
Transactions of Stock, etc.h (Law No. 88, 2004), the Corporation is deemed to
have adopted a resolution to amend the Articles of Incorporation to abolish the
provision on the issuance of share certificates on January 5, 2009. In
addition, we propose the deletion of the Articles 1 and 2 of the Supplementary
Provisions of the existing Articles of Incorporation, which are transitional measures
in conjunction with the enforcement of the said law.
(4) Article 38-2 will be newly established in
order to stipulate that the effective period of resolution related to the
election of a substitute corporate auditor shall be, in principle, four years.
2. Details of Amendments
Existing Articles of Incorporation and the
proposed amendments are set forth in the attached Exhibit.
3. Schedule
The day on which the General Meeting of Shareholders
is scheduled to be held for the proposed amendments to the Articles of
Incorporation: June 26, 2009
The day on which the proposed amendments to the
Articles of Incorporation are expected to become effective: June
26, 2009
@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@@Exhibit
Sumitomo Mitsui Financial Group, Inc.
Comparison Table of Existing Articles of
Incorporation and Proposed Amendments
(Underlined parts are
amended.)
Existing Articles of
Incorporation
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Proposed Amendments
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(Method of
Public Notice)
Article 5.
Public notices given by the Corporation shall be made by placing them in
the Nihon Keizai Shimbun.
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(Method of
Public Notice)
Article 5. Public notices given by the Corporation shall be electronic public
notices; provided, however, that if the Corporation
is unable to issue an electronic public notice due to an accident or any
other unavoidable reason, public notices of the Corporation shall be made by placing them in the Nihon Keizai Shimbun.
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(Total Number of Authorized Shares, etc.)
Article 6.
1. The total
number of shares the Corporation is authorized to issue shall be one billion
five hundred million six hundred eighty four thousand one hundred one
(1,500,684,101) shares.
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(Total
Number of Authorized Shares)
Article 6.
The total number of shares the Corporation is authorized to issue shall be
one billion five hundred million six hundred eighty four thousand one hundred
one (1,500,684,101) shares.
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2. The total number of shares the Corporation is
authorized to issue shall consist of one billion five hundred million
(1,500,000,000) ordinary shares, fifty thousand one hundred (50,100) type 4
preference shares, one hundred sixty seven thousand (167,000) type 5
preference shares, seventy thousand one (70,001) type 6 preference shares,
one hundred sixty seven thousand (167,000) type 7 preference shares, one
hundred fifteen thousand (115,000) type 8 preference shares and one hundred
fifteen thousand (115,000) type 9 preference shares.
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(Total Number of
Authorized Shares of Each Particular Class of Shares)
Article 7. The total number of shares the Corporation
is authorized to issue shall consist of one billion five hundred million
(1,500,000,000) ordinary shares, fifty thousand one hundred (50,100) type 4
preference shares, one hundred sixty seven thousand (167,000) type 5
preference shares, seventy thousand one (70,001) type 6 preference shares,
one hundred sixty seven thousand (167,000) type 7 preference shares, one
hundred fifteen thousand (115,000) type 8 preference shares and one hundred
fifteen thousand (115,000) type 9 preference shares.
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(Issuance of Share
Certificates)
Article 7. The Corporation shall issue share certificates
with respect to its shares of stock.
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(Deleted)
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(Newly established)
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(Effectiveness of
Resolution on Election of Substitute Corporate Auditor)
Article 38-2. A
resolution for the election of a substitute corporate auditor shall be
effective until the commencement of the ordinary general meeting of
shareholders to be held for the last fiscal year ending within four years
after the election of the substitute corporate auditor, unless otherwise
stipulated in the relevant resolution.
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Supplementary Provisions
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(Deleted)
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(Transitional Measures)
Article 1. Except for Article 12 after amendments, provisions of each
article after amendments shall become effective on the day immediately
preceding the date of implementation of the gLaw for Partial Amendment of the
Laws related to Transfer of Bonds, etc., to Streamline Settlement with
respect to Transactions of Stock, etc.h (Law No.88, June 9, 2004, hereinafter
referred to as the gStock Settlement Streamlining Lawh).
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Article 2. Article 12 after amendments shall become effective on the
date of implementation of the Stock Settlement Streamlining Law.
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