[Sumitomo Mitsui Financial Group, Inc.]Notice regarding Stock Split and Adoption of the Unit Share System; and Partial Amendment to the Articles of Incorporation, etc.(1/3)
Sumitomo Mitsui
Financial Group, Inc.
Notice regarding Stock Split and Adoption of
the Unit Share System; and
Partial Amendment to the Articles of
Incorporation, etc.
Tokyo, May 16, 2008 --- Sumitomo Mitsui
Financial Group, Inc. (SMFG, President: Teisuke Kitayama) hereby announces that
SMFGfs board of directors resolved at a meeting held today to implement a stock
split and to adopt a unit share system, subject to approval of the partial
amendment to the Articles of Incorporation at the ordinary general meeting of shareholders
and the general meeting of holders of class shares with respect to each class
of shares, in order to cease fractional share system without causing inconvenience
to the holders of fractional shares in conjunction with the introduction of the
electronic share certificate system, which is scheduled to take effect in January
2009.
SMFG also announces that its board of directors
resolved to propose partial amendment to the relevant provisions of the
Articles of Incorporation, etc. to the 6th ordinary general meeting of shareholders
and the general meeting of holders of class shares with respect to each class
of shares, to be held on June 27, 2008.
1. Purpose
The electronic
share certificate system, which will become effective in January 2009 upon 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, etch (Law No. 88 of 2004;
hereinafter referred to as gStock Settlement Streamlining Lawh), does not
provide for fractional shares and, accordingly, SMFG determines to implement a
stock split and to adopt a unit share system in order to cease fractional share
system, subject to approval of the partial amendment to the Articles of Incorporation,
etc. (see Section 4. below) at the 6th ordinary general meeting of shareholders
and the general meeting of holders of class shares with respect to each class
of shares, to be held on June 27, 2008.
No substantive
changes in the investment units will take place in conjunction with this stock
split and adoption of the unit share system.
2. Stock Split
(1) Overview of
the stock split
1) Method of
split
Ordinary shares held by those who are
recorded or registered either on the final register of shareholders of ordinary
shares or on the beneficial shareholdersf list (including the holders of
fractional shares recorded or registered on the final register of fractional
shares of ordinary shares) as of the record date, which is two days prior to
the date on which the Stock Settlement Streamlining Law will become effective, will
be split at a ratio of 100 shares for each share. Stock splits will not be conducted as to
preference shares.
2) Increase in
the number of ordinary shares due to the split
Total
number of shares issued (before the split): 7,890,804.77
shares
The
number of shares increased due to the split: 781,189,672.23
shares
Total
number of shares issued (after the split): 789,080,477
shares
Total
number of shares authorized to be issued after the split: 1,500,000,000
shares
*There will be
no changes in the total number of shares issued or authorized to be issued with
respect to preference shares.
(2) Schedule
for the stock split
E
Record date: The
date two days prior to the date of the implementation of the Stock Settlement
Streamlining Law
E
Effective date: The date immediately preceding the date of the implementation of the Stock
Settlement Streamlining Law
*If the date of
the implementation of the Stock Settlement Streamlining Law is Monday, January
5, 2009, which is the target date for implementation, then the record date will
be Saturday, January 3, 2009, and the effective date will be Sunday, January 4,
2009. In this case, trading of SMFGfs
shares on the Tokyo Stock Exchange, Osaka Securities Exchange, and the Nagoya
Stock Exchange will be suspended from Thursday, December 25, 2008, to Tuesday,
December 30, 2008.
3. Adoption of the Unit Share System
(1) The number
of shares constituting one unit of share
On condition
that the stock split will take effect as described above in Section 2, the unit
share system will be adopted on the date immediately preceding the date of the
implementation of the Stock Settlement Streamlining Law and the number of
shares constituting one unit of ordinary share will be fixed at one hundred
(100) shares.
(2) Schedule
E
Effective date: The date immediately preceding the date of
the implementation of the Stock Settlement Streamlining Law
4. Partial Amendment to the Articles of
Incorporation, etc.
(1) Purpose of
amendment
1) Purpose of
amendment to the Articles of Incorporation
The following amendment will be made to
the Articles of Incorporation in order to implement the stock split as
described above in Section 2 and to adopt the unit share system as described
above in Section 3.
Reasons for the amendment are as follows.
EArticle
6 of the existing Articles of Incorporation will be amended in order to
increase the total number of authorized shares, etc. of SMFG in accordance with
the ratio of the stock split.
EArticle
9 will be newly established in order to adopt the unit share system and to fix
the number of shares constituting one unit of share at 100 simultaneously with
the stock split.
EArticle 10 and Article 11 will
be newly established in order to establish the rights, etc. of shares
constituting less than one unit, in conjunction with the adoption of the unit share
system.
EArticle
9 of the existing Articles of Incorporation will be eliminated and Article 11,
Article 12, Article 42 and Article 43 of the existing Articles of Incorporation
will be amended in order to delete the provisions regarding fractional shares
in conjunction with the adoption of the unit share system.
EArticle
10 of the existing Articles of Incorporation will be amended in order to delete
the provisions regarding the beneficial shareholders in conjunction with the transition
to the electronic share certificate system.
EArticle
20 of the existing Articles of Incorporation will be amended in order to adjust
the calculation method of ordinary shares to be delivered upon mandatory
acquisition of preference shares, in conjunction with the stock split of
ordinary shares.
EArticle
1 of the Supplementary Provisions will be newly established in order to prescribe
that the effective date of each Article, except for Article 12 as amended,
should be the date immediately preceding the date of implementation of the Stock
Settlement Streamlining Law.
EArticle
2 of the Supplementary Provisions will be newly established in order to prescribe
that the effective date of Article 12 as amended should be the date of implementation
of the Stock Settlement Streamlining Law.
ENecessary
amendment, including adjustments of related provisions, will be made to the relevant
provisions across the Articles of Incorporation.
2) Purpose of amendment
to the Terms and Conditions of Issue of Type 4 Preferred Stock
Necessary amendment will be made in
conjunction with the above amendment to the Articles of Incorporation.
(2) Details of
Amendment
Existing Articles of Incorporation, etc.,
and the proposed amendment are set forth in the attached Exhibits 1 and 2.
(3) Schedule
1) The day on
which the general meetings of shareholders are scheduled to be held for the
proposed amendment to the Articles of Incorporation, etc.: June 27, 2008
(Tentative)
2) The day on
which the proposed amendment to the Articles of Incorporation is expected to
become effective: As stated in Article 1 and Article 2 of the Supplementary
Provisions to the Articles of Incorporation
3) The day on
which the proposed amendment to the Terms and Conditions of Issue of Type 4
Preferred Stock is expected to become effective: The date immediately preceding
the date of the implementation of the Stock Settlement Streamlining Law.
