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
- 1 -
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
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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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Documents associés | |
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) |