[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 14, 2010 --- Sumitomo Mitsui Financial Group, Inc. (SMFG,
President: Teisuke Kitayama) hereby announces that SMFG’s board of directors
resolved at a meeting held today that a proposal concerning partial amendments to
SMFG’s Articles of Incorporation shall be made at the 8
th Ordinary General Meeting of Shareholders
scheduled to be held on June 29, 2010, as follows:
1. Purpose of Amendments
Partial
amendments to the Articles of Incorporation are proposed as stated below to
include the provisions regarding the increase in the total number of authorized
shares and the total number of authorized ordinary shares of the Company.
(1) The increase in the total number of
authorized ordinary shares and so on
(a) As the global
framework for more stringent regulatory capital requirements becomes clear,
SMFG has decided to proactively establish a resilient capital base and a
business portfolio that realizes steady growth, in order to provide a platform
for sustainable growth in the new competitive environment. As part of this strategy,
we completed a JPY 861.0 billion common equity offering in July 2009 and another
JPY 973.0 billion in February 2010, and conversion of all of type 4 preference
shares owned by The Goldman Sachs Group, Inc., directly and indirectly through
its subsidiary, into ordinary shares.
Through such
initiatives, our outstanding ordinary shares increased by 0.625 billion to
1.414 billion. As a result, the number of authorized but unissued ordinary shares
decreased to approximately 86 million, or only 5.7% of the total number of
authorized ordinary shares.
Under these
circumstances, we believe that securing strategic flexibility, including
pursuing inorganic growth opportunities, for further fortification of growth
business areas would contribute to enhancement of our enterprise value in the medium-
to long-term and propose to increase the total number of authorized ordinary
shares from 1.5 billion to 3.0 billion. Accordingly, we also propose to
increase the total number of authorized shares.
Going
forward, we aim to maintain over around 10% of consolidated Tier I ratio, and
target around 10% of consolidated ROE in the medium term. Our consolidated Tier
I ratio (preliminary) was 11.15% at the end of March 2010 and we do not intend
to execute another common equity offering from the viewpoint of achieving the
targeted level of SMFG’s consolidated Tier I ratio. Moreover, it is not our
intent in proposing the Amendment to adopt any defensive measures against
hostile takeovers.
(b) As
a result of recent retirement of the whole of type 4 preference shares issued,
the Company would like to delete from the Articles of Incorporation the
provisions regarding the type 4 preference shares that have become unnecessary.
(c) For
these reasons, amendment of Articles 6, 7, 15, 21 and 22 of the existing
Articles of Incorporation is proposed.
(2) Deletion of the provision regarding the
register of lost share certificates
Article 13 of
the existing Articles of Incorporation will be amended to delete the provision
regarding the register of lost share certificates that has become unnecessary,
as a result of the expiry of the one year period commencing on the day (January
6, 2009) immediately following the date of enforcement of the “Law for Partial
Amendment of the Laws related to Transfer of Bonds, etc., to Streamline
Settlement with respect to Transactions of Stock, etc.” (Law No. 88, June 9,
2004)
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 29, 2010
The day on which the proposed amendments to the
Articles of Incorporation are expected to become effective: June
29, 2010
Exhibit
Sumitomo Mitsui Financial Group, Inc.
Comparison Table of Existing Articles of
Incorporation and Proposed Amendments
(Underlined parts are
amended.)
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Existing Articles of
Incorporation |
Proposed Amendments |
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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. |
(Total
Number of Authorized Shares) Article 6.
The total number of shares the Corporation is authorized to issue shall be three
billion six hundred thirty four thousand one (3,000,634,001) 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. |
(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 three billion (3,000,000,000) ordinary 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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(Share
Register Agent) Article 13. 1. The
Corporation shall have a share register agent. |
(Share
Register Agent) Article 13. 1. The
Corporation shall have a share register agent. |
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2. The share
register agent and its place of business shall be decided by resolution of
the board of directors and a public notice thereof shall be given. |
2. The share
register agent and its place of business shall be decided by resolution of
the board of directors and a public notice thereof shall be given. |
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3.
Preparation, keeping and other administrative matters of, or relating to, the
register of shareholders, the register of share purchase warrants and
the register of lost share certificates of the Corporation shall be
entrusted to the share register agent, and the Corporation shall not handle
any such matters. |
3.
Preparation, keeping and other administrative matters of, or relating to, the
register of shareholders and the register of share purchase warrants
of the Corporation shall be entrusted to the share register agent, and the
Corporation shall not handle any such matters. |
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(Preferred
Dividends) Article 15. 1. In the
event that the Corporation distributes dividends of surplus pursuant to
Article 44 hereof, the Corporation shall distributes to the holders of
preference shares (hereinafter referred to as the “Preference Shareholders”)
or the registered pledgees of preference shares (hereinafter referred to as
the “Registered |
(Preferred
Dividends) Article 15. 1. In the
event that the Corporation distributes dividends of surplus pursuant to
Article 44 hereof, the Corporation shall distributes to the holders of
preference shares (hereinafter referred to as the “Preference Shareholders”)
or the registered pledgees of preference shares (hereinafter referred to as
the “Registered |
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Preference Share Pledgees”), in preference to the holders of ordinary
shares (hereinafter referred to as the “Ordinary Shareholders”) or the
registered pledgees of ordinary shares (hereinafter referred to as the
“Registered Ordinary Share Pledgees”), cash dividends of surplus in the
amounts set forth below (such cash dividends being hereinafter referred to as
the “Preferred Dividends”), respectively; provided, however, that if
Preferred Interim Dividends stipulated in Article 16 hereof were paid during
the relevant fiscal year, the amount of such Preferred Interim Dividends
shall be subtracted from the amount of Preferred Dividends. |
Preference Share Pledgees”), in preference to the holders of ordinary
shares (hereinafter referred to as the “Ordinary Shareholders”) or the
registered pledgees of ordinary shares (hereinafter referred to as the
“Registered Ordinary Share Pledgees”), cash dividends of surplus in the
amounts set forth below (such cash dividends being hereinafter referred to as
the “Preferred Dividends”), respectively; provided, however, that if
Preferred Interim Dividends stipulated in Article 16 hereof were paid during
the relevant fiscal year, the amount of such Preferred Interim Dividends
shall be subtracted from the amount of Preferred Dividends. |
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The type 4 preference shares: amount not exceeding
200,000 yen per share and determined by resolution of the board of directors
relating to the issuance of the shares |
The type 5 preference shares: amount not exceeding 200,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
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The type 5 preference shares: amount not exceeding 200,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
The type 6 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
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The type 6 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
The type 7 preference shares: amount not exceeding 200,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
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The type 7 preference shares: amount not exceeding 200,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
The type 8 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
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The type 8 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares The type 9 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
The type 9 preference shares: amount not exceeding 300,000 yen
per share and determined by resolution of the board of directors relating to
the issuance of the shares |
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2. If the
amount of cash dividends of surplus paid to the Preference Shareholders or
the Registered Preference Share Pledgees is less than the amount of the
Preferred Dividends in any fiscal year, such deficiency shall not be carried
over for accumulation to the subsequent fiscal years. |
2. If the
amount of cash dividends of surplus paid to the Preference Shareholders or
the Registered Preference Share Pledgees is less than the amount of the
Preferred Dividends in any fiscal year, such deficiency shall not be carried
over for accumulation to the subsequent fiscal years. |
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3. The
Corporation shall not pay dividends in excess of the amount of the Preferred
Dividends to the Preference Shareholders or the Registered Preference Share
Pledgees. |
3. The
Corporation shall not pay dividends in excess of the amount of the Preferred
Dividends to the Preference Shareholders or the Registered Preference Share Pledgees. |
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(Request for Acquisition of Shares) Article 21. 1. A Preference Shareholder of the type 4 preference shares may request
the Corporation to acquire his or her preference shares in exchange for
ordinary shares. The period
during which the acquisition may be requested (hereinafter referred to as the
“Acquisition Request Period”) and the terms and conditions of acquisition
shall be reasonably determined by resolution of the board of directors by the
time of the first issuance of the relevant preference shares. |
(Deleted) |
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2. A Preference Shareholder of the type 5
preference shares or the type 7 preference shares may request the Corporation
to acquire his or her preference shares in exchange for ordinary shares. The Acquisition Request Period
in such case shall be reasonably determined by a resolution of the board of
directors by the time of the first issuance of the relevant preference
shares, provided that the last day of such Acquisition Request Period shall
fall within twenty five (25) years after the date of issuance of the relevant
preference shares. The number of
ordinary shares to be delivered in exchange for acquisition of the relevant
preference shares shall be obtained by dividing the amount of the
subscription price of the relevant preference shares by the amount fixed in a
manner as reasonably determined by a resolution of the board of directors by
the time of the first issuance of the relevant preference shares (hereinafter
referred to as the “Acquisition Rights Exercise Price”). Provided, however, that the initial
Acquisition Rights Exercise Price shall be determined by reference to the
amount regarded to be appropriate in light of market price, etc., and
provided further that any fraction of less than one share arising as a result
of calculation of the number of ordinary shares to be delivered pursuant to
the foregoing shall be treated in accordance with the provisions of Article
167 of the Corporation Law. Other
terms and conditions of acquisition shall be reasonably determined by a
resolution of the board of directors by the time of the first issuance of the
relevant preference shares. |
(Request for Acquisition of Shares) Article 21. A Preference
Shareholder of the type 5 preference shares or the type 7 preference shares
may request the Corporation to acquire his or her preference shares in
exchange for ordinary shares. The
period during which the acquisition may be requested (hereinafter referred to
as the “Acquisition Request Period”) in such case shall be reasonably
determined by a resolution of the board of directors by the time of the first
issuance of the relevant preference shares, provided that the last day of
such Acquisition Request Period shall fall within twenty five (25) years
after the date of issuance of the relevant preference shares. The number of ordinary shares to be
delivered in exchange for acquisition of the relevant preference shares shall
be obtained by dividing the amount of the subscription price of the relevant
preference shares by the amount fixed in a manner as reasonably determined by
a resolution of the board of directors by the time of the first issuance of
the relevant preference shares (hereinafter referred to as the “Acquisition
Rights Exercise Price”).
Provided, however, that the initial Acquisition Rights Exercise Price
shall be determined by reference to the amount regarded to be appropriate in
light of market price, etc., and provided further that any fraction of less
than one share arising as a result of calculation of the number of ordinary shares
to be delivered pursuant to the foregoing shall be treated in accordance with
the provisions of Article 167 of the Corporation Law. Other terms and conditions of
acquisition shall be reasonably determined by a resolution of the board of
directors by the time of the first issuance of the relevant preference
shares. |
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(Mandatory
Acquisition) Article 22. 1. Any type
4 preference share, type 5 preference share or type 7 preference share
with respect to which acquisition has not been requested during the Acquisition
Request Period shall be mandatorily acquired by the Corporation, as of the
date immediately following the last day of the Acquisition Request Period
(hereinafter referred to as the “Mandatory Acquisition Date”), in exchange
for such number of ordinary shares as is obtained by dividing the amount of
subscription price per share paid for the preference share by the average of
the daily closing prices (including quoted prices (kehai hyoji) if no closing
prices are reported) per share of the Corporation's ordinary shares by
regular transactions at the Tokyo Stock Exchange for the thirty (30) trading
days (disregarding trading days on which no such closing prices are
available) commencing on the day forty-five (45) trading days prior to the
Mandatory Acquisition Date. The average price shall be calculated in yen and
rounded down to one decimal place and thereafter rounded to the nearest yen
(0.5 being rounded upwards).
Provided, however, that if such average price is less than the amount
not less than five thousand yen (\5,000) determined by resolution of the
board of directors relating to the issuance of the relevant preference
shares, then a preference share shall be acquired by the Corporation in
exchange for such number of ordinary shares as is obtained by dividing the
amount of subscription price per share paid for the preference share by such
amount determined by such resolution. |
(Mandatory
Acquisition) Article 22. 1. Any type 5
preference share or type 7 preference share with respect to which acquisition
has not been requested during the Acquisition Request Period shall be
mandatorily acquired by the Corporation, as of the date immediately following
the last day of the Acquisition Request Period (hereinafter referred to as
the “Mandatory Acquisition Date”), in exchange for such number of ordinary
shares as is obtained by dividing the amount of subscription price per share
paid for the preference share by the average of the daily closing prices
(including quoted prices (kehai hyoji) if no closing prices are reported) per
share of the Corporation's ordinary shares by regular transactions at the
Tokyo Stock Exchange for the thirty (30) trading days (disregarding trading
days on which no such closing prices are available) commencing on the day
forty-five (45) trading days prior to the Mandatory Acquisition Date. The
average price shall be calculated in yen and rounded down to one decimal
place and thereafter rounded to the nearest yen (0.5 being rounded
upwards). Provided, however, that
if such average price is less than the amount not less than five thousand yen
(\5,000) determined by resolution of the board of directors relating to the
issuance of the relevant preference shares, then a preference share shall be
acquired by the Corporation in exchange for such number of ordinary shares as
is obtained by dividing the amount of subscription price per share paid for
the preference share by such amount determined by such resolution. |
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2. Any
fraction of less than one share arising as a result of calculation of the
number of ordinary shares pursuant to the foregoing Paragraph shall be
treated in accordance with the provisions of Article 234 of the Corporation
Law. |
2. Any
fraction of less than one share arising as a result of calculation of the
number of ordinary shares pursuant to the foregoing Paragraph shall be
treated in accordance with the provisions of Article 234 of the Corporation
Law. |
