Notice Regarding the Exercise of Acquisition Right of Preferred Stock

 

TOKYO, January 28, 2010 --- Sumitomo Mitsui Financial Group, Inc. (“SMFG”) hereby announces that it has been informed by The Goldman Sachs Group, Inc. (hereinafter referred to as “GS”) and GSSM Holding II Corp., a subsidiary of GS, (hereinafter, GS and its subsidiaries are collectively referred to as “GS Group”) that they have exercised their acquisition right granted to the First to Fourth series and the Ninth to the Twelfth series of Type 4 Preferred Stock (total of 33,400 shares) on January 28, 2010.

 

1. Class and Number of Shares Exercised

(1) Class and Number of Shares Exercised

(a) Preferred Stock (First series Type 4) 4,175 shares
（Amount paid-in per share: JPY 3,000,000）

(b) Preferred Stock (Second series Type 4) 4,175 shares (Same as above)

(c) Preferred Stock (Third series Type 4) 4,175 shares (Same as above)

(d) Preferred Stock (Fourth series Type 4) 4,175 shares (Same as above)

(e) Preferred Stock (Ninth series Type 4) 4,175 shares (Same as above)

(f) Preferred Stock (Tenth series Type 4) 4,175 shares (Same as above)

(g) Preferred Stock (Eleventh series Type 4) 4,175 shares (Same as above)

(h) Preferred Stock (Twelfth series Type 4) 4,175 shares (Same as above)

 

(2) Acquisition Price upon Exercise of Acquisition Right

JPY 2,757 ^*

(*Note)  The acquisition price has been reset to JPY 2,757 based on the downward reset clause of the acquisition price of the Preferred Stock.

 

(3) Number of Common Shares Issued upon Exercise of Acquisition Right

Common Shares issued: 36,343,200 ^*

(*Note) We have confirmed with GS Group that most of our common stock acquired by GS Group through the exercise of acquisition right has been hedged, and the shares of our common stock that are subject to the hedge transaction would not newly be sold by GS Group on the market after the acquisition because these would be used in due course to close out the hedge position by GS Group.  We have confirmed with GS Group its intention that unhedged shares or any additional shares obtained by the application of the downward reset clause of the acquisition price upon the exercise of acquisition right would be sold or hedged in a manner that is not specifically designed to negatively impact the trading price of our common stock.  We have also confirmed with GS Group that it will neither close out its hedge position nor sell or hedge any unhedged or additional shares obtained by the application of the downward reset of the acquisition price upon the exercise of acquisition right until after the 40th day (March 1, 2010) after the pricing date (January 20, 2010) of the issuance of new shares and the secondary offering of the shares in accordance with the announcement dated January 6, 2010 and January 20, 2010.

 

(4) Outstanding Type 4 Preferred Stock, Number of Shares Owned by GS Group and GS Group Ownership

	Number of Shares Outstanding	Shares Owned by GS Group	GS Group Ownership
Before Exercise of Acquisition Right	33,400	33,400	100％
After Exercise of Acquisition Right and Cancellation*	0	0	0％

(*Note)  33,400 Type Four Preferred Stock repurchased through the exercise of acquisition right will be held as treasury stock, and subsequently be cancelled pursuant to article 178 of the Company Law.  Other than Type 4 Preferred Stock, which is repurchased through the exercise of acquisition right, SMFG has also issued 70,001 Type 6 Preferred Stock, which is currently outstanding, as outstanding preferred stocks.  Details of such Preferred Stock could be found in the statutory disclosure document.

 

2. Future Relationship between SMFG and GS Group

SMFG and GS Group will continue to maintain the good relationship, although GS Group will no longer own any preferred stocks after the exercise of acquisition right.