Sumitomo Mitsui Financial Group, Inc.

 

 

 

Notice regarding Change of Subsidiaries

 

TOKYO, September 16, 2009 --- Sumitomo Mitsui Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces that SMFG Preferred Capital JPY 3 Limited, established by SMFG as a special purpose subsidiary for the purpose of the issuance of non-dilutive non-cumulative perpetual preferred securities as announced in the “Notice regarding Establishment of Overseas Special Purpose Subsidiary and Issuance of Non-Dilutive Non-Cumulative Perpetual Preferred Securities” dated August 24, 2009 will increase its stated capital. As a result, SMFG Preferred Capital JPY 3 Limited will become a specified subsidiary (tokutei kogaisha) of SMFG.

The proportion of voting rights of the special purpose subsidiary held directly by SMFG against its respective total number of voting rights will not change because the non-dilutive non-cumulative perpetual preferred securities to be issued by the special purpose subsidiary are non-voting securities.

PARTICULARS

1.      Reason for Change

SMFG holds all of the ordinary shares of the special purpose subsidiary mentioned above. Due to the payment for the non-dilutive non-cumulative perpetual preferred securities and the ordinary shares, scheduled on September 28, 2009, the amount of stated capital of SMFG Preferred Capital JPY 3 Limited will increase and is expected to exceed 10% of the amount of the stated capital of SMFG. Therefore, the special purpose subsidiary will become a specified subsidiary (tokutei kogaisya) of SMFG.

2.   Profile of Subsidiary

 

Name	SMFG Preferred Capital JPY 3 Limited
Location	PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Date of change	September 28, 2009
Details of business	Issuance of non-dilutive non-cumulative perpetual preferred securities, etc.
Closing date of fiscal year	January 24
Number of directors and employees	Seven directors, no employees
Stated capital	JPY 347,300,000,000
Total outstanding ordinary share and preferred securities (Issue price per share / security)	4,300,000,000 ordinary shares (JPY 1 per share) 3,430 preferred securities (JPY 100,000,000 per security)
Shareholders	Ordinary shares:        100% owned by SMFG Preferred securities:  100% owned by entities other than SMFG

 

 

Disclaimer:

This document is prepared for the purpose of public disclosure about change of subsidiary of 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.