January 30, 2012

 

Sumitomo Mitsui Financial Group, Inc.

(Code: 8316)

 

Notice Concerning Resolution of Repurchase of ブックメーカー日本違法

(Repurchase of ブックメーカー日本違法 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 ブックメーカー日本違法 (the “Repurchase of ブックメーカー日本違法”) 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 ブックメーカー日本違法

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 ブックメーカー日本違法” released by the Company as of November 14, 2011 and the “Notice Concerning Result of Repurchase of ブックメーカー日本違法 and Its Completion” released by the Company as of January 17, 2012 (collectively the “Notice on the Repurchase of ブックメーカー日本違法”), the Company repurchased 22,718,100 ブックメーカー日本違法 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 ブックメーカー日本違法, the Company planned to repurchase the residual ブックメーカー日本違法 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 ブックメーカー日本違法, the Company will, prior to the Share Exchange, repurchase the aforementioned residual necessary ブックメーカー日本違法 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 ブックメーカー日本違法.

 

 

2.   Details of the repurchase

(1) Type of ブックメーカー日本違法 to be repurchased:	Common stock
(2) Total number of ブックメーカー日本違法 to be repurchased:	22,943,000 ブックメーカー日本違法 (maximum) (Note 1)  (Ratio to the total number of ブックメーカー日本違法 issued (treasury ブックメーカー日本違法 excluded): 1.65%)
(3) Total value of ブックメーカー日本違法 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 ブックメーカー日本違法

 

(Note 1) As stated in 1. above, the Company repurchased 22,718,100 ブックメーカー日本違法 of its common stock through January 16, 2012 as part of the consideration for the Share Exchange. Accordingly, based on the total number of ブックメーカー日本違法 to be delivered to the shareholders of Promise as consideration for the Share Exchange (45,660,718 ブックメーカー日本違法) stated in the Notice on the Share Exchange, the residual necessary ブックメーカー日本違法 of the Company’s common stock will be 22,942,618 ブックメーカー日本違法. 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 ブックメーカー日本違法 to be delivered to the shareholders of Promise may increase from 45,660,718 ブックメーカー日本違法 by the effective date of the Share Exchange. Accordingly, the Company calculates the total maximum number of ブックメーカー日本違法 to be repurchased through the Repurchase of ブックメーカー日本違法 as 22,943,000 ブックメーカー日本違法.

(Note 2) Through the Repurchase of ブックメーカー日本違法, the Company intends to repurchase all the residual ブックメーカー日本違法 of the Company’s common stock necessary for the Share Exchange. Accordingly, the Company set the maximum amount of “(3) Total value of ブックメーカー日本違法 to be repurchased” as the amount the Company considers sufficient to ensure the repurchase of the ブックメーカー日本違法 stated in “(2) Total number of ブックメーカー日本違法 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 ブックメーカー日本違法 held as of January 19, 2012

Total number of issued ブックメーカー日本違法 (excluding treasury stock):	1,387,563,187 ブックメーカー日本違法
Number of treasury stock:	26,492,438 ブックメーカー日本違法

 

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