[Sumitomo Mitsui Financial Group, Inc.]Notice Concerning Resolution of Repurchase of Shares (Repurchase of Shares under the Provisions of the Articles of Incorporation pursuant to Article 165, Paragraph 2 of the Companies Act)(1/1)
January 30, 2012
Sumitomo Mitsui Financial Group, Inc.
(Code: 8316)
Notice
Concerning Resolution of Repurchase of Shares
(Repurchase
of Shares under the Provisions of the Articles of Incorporation pursuant to
Article 165, Paragraph 2 of the Companies Act)
The Board of Directors
of Sumitomo
Mitsui Financial Group, Inc. (the “Company”), at the meeting held on January 30,
2012, resolved matters concerning repurchase of its shares (the “Repurchase of
Shares”) as follows, in accordance with Article 156 of the Companies Act, as
applied pursuant to Article 165, Paragraph 3 of said Act.
1. Reason for the repurchase of shares
As announced
in the “Notice Regarding Making Promise a Wholly-owned Subsidiary of Sumitomo
Mitsui Financial Group through Share Exchange” released by the Company and
Promise Co., Ltd. (President and Representative Director: Ken Kubo; Tokyo Stock
Exchange First Section: 8574, “Promise”) as of December 21, 2011 (the “Notice
on the Share Exchange”), the Company and Promise resolved, at
their respective meetings of the Board of Directors held on the same day, to
make Promise a wholly-owned subsidiary of the Company through a share exchange
(the “Share Exchange”), under which the Company will become a wholly-owning
parent company of Promise and Promise will become a wholly-owned subsidiary of
the Company.
In addition,
as announced in the “Notice Concerning Resolution of Repurchase of Shares”
released by the Company as of November 14, 2011 and the “Notice Concerning
Result of Repurchase of Shares and Its Completion” released by the Company as
of January 17, 2012 (collectively the “Notice on the Repurchase of Shares”), the
Company repurchased 22,718,100 shares of its common stock through January 16,
2012, based on the resolution at its meeting of the Board of Directors held on
November 14, 2011, which will be delivered to the shareholders of Promise as consideration
for the Share Exchange.
As announced
in the Notice on the Repurchase of Shares, the Company planned to repurchase the
residual shares of the Company’s common stock necessary for the Share Exchange through
market purchases, etc., after the terms for implementing the Share Exchange are
fixed. Through the Repurchase of
Shares, the Company will, prior to the Share Exchange, repurchase the aforementioned
residual necessary shares of the Company’s common stock upon the determination
of the terms for implementing the Share Exchange that were fixed at the
aforementioned resolutions made by the Company and Promise at their respective
meetings of the Board of Directors, through market purchases based on the
discretionary dealing contract regarding the repurchase of shares.
2. Details of the repurchase
|
(1) Type of shares to be repurchased: |
Common stock |
|
(2) Total
number of shares to be repurchased: |
22,943,000
shares (maximum) (Note 1) (Ratio to the total number of shares
issued (treasury shares excluded): 1.65%) |
|
(3) Total value
of shares to be repurchased: |
80,000,000,000 yen
(maximum) (Note 2) |
|
(4) Repurchase period: |
January 31, 2012 to March
23, 2012 (schedule) |
|
(5) Repurchase
method: |
Market purchases based
on the discretionary dealing contract regarding repurchase of shares |
(Note 1) As stated in 1.
above, the Company repurchased 22,718,100 shares of its common stock through
January 16, 2012 as part of the consideration for the Share Exchange. Accordingly, based on the total number
of shares to be delivered to the shareholders of Promise as consideration for
the Share Exchange (45,660,718 shares) stated in the Notice on the Share
Exchange, the residual necessary shares of the Company’s common stock will be 22,942,618
shares. However, due to the possible
exercise of Promise’s stock acquisition rights (including the stock acquisition
rights attached to bonds with stock acquisition rights) or others, the total
number of shares to be delivered to the shareholders of Promise may increase from
45,660,718 shares by the effective date of the Share Exchange. Accordingly, the Company calculates the total
maximum number of shares to be repurchased through the Repurchase of Shares as 22,943,000
shares.
(Note 2) Through the
Repurchase of Shares, the Company intends to repurchase all the residual shares
of the Company’s common stock necessary for the Share Exchange. Accordingly, the Company set the maximum
amount of “(3) Total value of shares to be repurchased” as the amount the
Company considers sufficient to ensure the repurchase of the shares stated in “(2)
Total number of shares to be repurchased”, taking into consideration possible fluctuations
in the market value of the Company’s common stock and other factors.
(For
your reference)
Treasury
shares held as of January 19, 2012
|
Total number of issued
shares (excluding
treasury stock): |
1,387,563,187
shares |
|
Number
of treasury stock: |
26,492,438
shares |
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