[Sumitomo Mitsui Financial Group, Inc.]Notice regarding Partial Amendment of Articles of Incorporation(1/3)
Sumitomo Mitsui Financial Group, Inc.
Notice regarding Partial Amendment of Articles of Incorporation
1. Purpose of Amendment
The following amendments
will be proposed to accommodate the Articles of Incorporation to the
Corporation Law (Law No. 86 of
(1) A new Article 4 will be provided concerning the governing bodies of SMFG.
(2) A new Article 7 will be provided concerning the issuance of share certificates.
(3) The present Article 7 will be amended to address share register agent and fractional share transfer agent, and renumbered to Article 11.
(4) A new Article 23 will be provided in order to enable SMFG to disclose through the internet such documents as reference documents for a general meeting of shareholders and deem such documents to be provided to shareholders pursuant to the provisions of the relevant Ministerial Ordinance of the Ministry of Justice, and the present Article will be amended accordingly.
(5) A new Paragraph 5 of Article 31 will be provided in order to enable SMFG to dispense with convocation of a meeting of the Board of Directors in order to decide on certain agenda, for which the Corporation Law would otherwise require resolutions at a meeting of the Board of Directors.
(6) New Article 34 and Article 40 will be provided in order to enable SMFG to conclude an agreement with outside Directors and outside Corporate Auditors to limit their liabilities. Directors of SMFG have obtained the consent of the Corporate Auditors to the new Article 34 being proposed to the Meeting of Shareholders.
(7) In addition to the foregoing amendments, terms and expressions across the Articles of Incorporations will be modified as appropriate and relevant Articles will be provided.
Details of Amendment
The Articles of Incorporation before and after the proposed amendments are set forth in the attached Exhibit.
The day on which the Shareholders
Meeting is scheduled to be held for the proposed amendments to the Articles of Incorporation:
The day on which the proposed amendments
to the Articles of Incorporation are expected to become effective: