Sumitomo Mitsui Financial : Notice of Convocation of the 22nd Ordinary General Meeting of Shareholders (995KB) (38pages)

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.

(Translation)

Securities Code 8316

June 6, 2024

To Shareholders with Voting Rights

Takeshi Kunibe Chairman of the Board

Sumitomo Mitsui Financial Group, Inc.

1-2, Marunouchi 1-chome,Chiyoda-ku, Tokyo, Japan

NOTICE OF CONVOCATION OF

THE 22nd ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the 22nd Ordinary General Meeting of Shareholders of Sumitomo Mitsui Financial Group, Inc. (the "Company") to be held as stated below.

If you are unable to attend the meeting, you can exercise your voting rights by post or via the Internet. Please take the time to review the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights in accordance with the instructions on pages 4 to 5.

Particulars

1. Date and Time:10:00 a.m. on Thursday, June 27, 2024 (Japan time)

2. Place:	Head Office of the Company (Sumitomo Mitsui Banking Corporation Head
	Office Building) at 1-2, Marunouchi 1-chome,Chiyoda-ku, Tokyo, Japan

3. Agenda of the Meeting:

Matters to be reported: (1) Business Report, Consolidated Financial Statements for the 22nd Fiscal Year

(from April 1, 2023 to March 31, 2024) and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit Committee

1. Non-ConsolidatedFinancial Statements for the 22nd Fiscal Year (from April 1, 2023 to March 31, 2024)

Proposals to be resolved:

Company Proposals

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of Thirteen Directors

Shareholder Proposals

Proposal No. 4: Partial Amendments to the Articles of Incorporation (Director competencies for the effective management of climate-related business risks and opportunities)

Proposal No. 5: Partial Amendments to the Articles of Incorporation (Assessment of customers' climate change transition plans)

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Measures for Electronic Provision of Shareholders Meeting Reference Documents Format

Pursuant to applicable laws and regulations and Article 25 of the Articles of Incorporation, the Company has taken measures for electronic provision of the shareholders meeting reference documents (the "electronic provision measures matters"). Please access the following Company's website to view them.

The Company's website

https://www.smfg.co.jp/english/investor/financial/meeting.html

In addition to the Company's website, the electronic provision measures matters are also posted on the Tokyo Stock Exchange's website (Listed Company Search). Please access the following website and enter "Sumitomo Mitsui Financial Group" as the issue name (company name) or "8316" as the securities code, perform a search, then select "Basic information" and then "Documents for public inspection/PR information" to view them.

Tokyo Stock Exchange's website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

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• If the electronic provision measures matters are corrected, a statement to that effect, the matters before correction, and the corrected items will be posted on the Company's website and on the Tokyo Stock Exchange's website.
• Among the electronic provision measures matters provided in electronic format, the following items are not included in the documents delivered to shareholders who have requested physical delivery of documents by the record date, in accordance with laws and regulations and Article 25 of the Articles of Incorporation of the Company.

• Business Report
• "Employees of the Group" and "Principal Offices of the Group" in "Matters Regarding the Current Condition of the Company"
• "Matters regarding Stock Acquisition Rights,etc. of the Company"
• "Matters regarding the Accounting Auditor"
• "System to Ensure Appropriate Conduct of Operations"
• "Matters regarding Specified Wholly Owned Subsidiary"
• "Policy regarding the Exercise of Authority Given to the Board of Directors under the Articles of Incorporation pursuant to Paragraph 1, Article 459 of the Companies Act"
• Consolidated Financial Statements

Notes

• Non-ConsolidatedFinancial Statements Notes
• Official copies of the Accounting Auditor's Report on the Consolidated Financial Statements

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【Process leading up to the General Meeting of Shareholders】

Before the General Meeting of Shareholders

Exercising of voting rights in advance
Via the Internet		By Post
See page 4 for details	See page 5 for details
Voting deadline:	No later than 5:10 p.m. on Wednesday, June 26, 2024 (Japan time)

• If you attend the Ordinary General Meeting of Shareholders in person and exercise your voting rights on the day, please present the enclosed Attendance Sheet at the reception desk without detaching the Voting Rights Exercise Form on arrival at the meeting.

Sending questions and opinions in advance

Reception deadline:	No later than 5:10 p.m. on Monday, June 24, 2024 (Japan time)
See page 6 for details

On the day of the General Meeting of Shareholders

Viewing simultaneous broadcast

Dedicated website: https://smfg-soukai.live/

Date and time: 10:00 a.m. on Thursday, June 27, 2024

See page 6 for details

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【Guidance on the Exercise of Voting Rights via the Internet】

Voting Deadline: No later than 5:10 p.m. on Wednesday, June 26, 2024 (Japan time)

Please log-in to "the Portal of Shareholders' Meeting," a website managed by our share register agent, and indicate your approval or disapproval for each proposal no later than the above voting deadline, following the instructions on the screen.

• If you vote more than once via the Internet, your last vote will be treated as effective.
• If you vote both by post and via the Internet, your vote via the Internet will be treated as effective.
• The above voting website is available in Japanese only.

How to Log-into the Portal of Shareholders' Meeting

1. Please scan the "Login QR Code for the Portal of Shareholders' Meeting" printed on the enclosed Voting Rights Exercise Form. Alternatively, please access the website below and enter the "Login ID / Login ID for the Portal of Shareholders' Meeting" and password.
   The Portal of Shareholders' Meeting: https://www.soukai-portal.net

• QR Code is a registered trademark of DENSO WAVE INCORPORATED.

1. Please select the "Exercise Voting Rights" button on the page that appears after the login to "the Portal of Shareholders' Meeting," and follow the on-screen instructions to indicate your approval or disapproval for proposals.

• If you change the content of the vote after exercising your voting rights, you will be required to enter the "Login ID / Login ID for the Portal of Shareholders' Meeting" and password printed on the Voting Rights Exercise Form.
• You may also exercise your voting rights by accessing the website below.

https://www.web54.net

Please be advised that there are system constraints for security purposes. For further information, please contact Web Support at the telephone number below.

Inquiries regarding Exercise of Voting Rights via the Internet:

Sumitomo Mitsui Trust Bank, Limited

Stock Transfer Agency Web Support

Phone: [phone] (toll free within Japan)

Hours: 9:00 a.m. to 9:00 p.m. (Japan time)

The Electronic Voting Platform for Institutional Investors

The Electronic Voting Platform, operated by ICJ, Inc., is available for institutional investors that have applied in advance to use the platform.

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【Guidance on the Exercise of Voting Rights by Post】

Voting Deadline: Voting Rights Exercise Form must reach our share register agent no later than 5:10 p.m. on Wednesday, June 26, 2024 (Japan time).

Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise Form and return it by post to reach our share register agent no later than the above voting deadline. You can use the enclosed personal information security sticker. If a form is submitted without indicating approval/disapproval for individual proposals, it will be considered to be approving the company proposals and disapproving the shareholder proposals.

As to Proposal No. 3, if you wish to express a differing opinion on one or more of the candidates, enter the number of the candidate.

Proposals No. 4 and No. 5 are proposals made by certain shareholders. The Board of Directors opposes these proposals. For details, please see pages 32 to 38.

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【Guidance on the Viewing Simultaneous Broadcast and

the Sending Questions and Opinions in Advance】

The dedicated website below is available in Japanese only.

1. Please access the following dedicated website and enter the shareholder number and postal code printed on the Voting Rights Exercise Form.

Dedicated website: https://smfg-soukai.live/

10:00 a.m. on Thursday, June 27, 2024 (Japan time)

(2) Press "Start view" on the screen after logging in.

[Recommended system environment]

(Windows environment)	(Mac environment)
Microsoft Edge	Safari
(Chromium)	Google Chrome
Google Chrome	Mozilla Firefox
Mozilla Firefox
(iPhone/iPad environment)	(Android environment)
Safari	Google Chrome
	Mozilla Firefox

Notes:

• During simultaneous broadcast, you cannot exercise voting rights or ask questions, among other things.
• Please note that video and audio may delay in comparison with what is going on at the General Meeting of Shareholders, and problems may occur depending on the equipment you are using and the network environment you are in.

No later than 5:10 p.m. on Monday, June 24, 2024 (Japan time)

1. Please follow the instructions on page 4 to log-in to "the Portal of Shareholders' Meeting."
2. Please select "To advance questions" button on the page that appears after the login, and please follow the on- screen instructions to enter your question/opinion in the textbox.

Notes:

• Each person is allowed to submit only one question/opinion. You cannot delete or edit your question/opinion after submission.
• Enter your question/opinion concisely.
• Regarding mainly matters in which shareholders are believed to be highly interested among the questions/opinions you sent, the Company's position and other information will be posted on the Company's website after the close of the General Meeting of Shareholders.
• Please note that we do not give explanations to and contact shareholders individually.

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Reference Documents for the General Meeting of Shareholders

Proposals, Reasons and References

Company Proposals (Proposals 1 to 3)

Proposal No. 1: Appropriation of Surplus

The Company's capital policy is to realize sustainable growth in shareholder value by balancing securing financial soundness, enhancing shareholder returns and investing for growth. Considering this policy, economic and financial climates forecasted for the future, and business results for the 22nd fiscal year, we propose the dividend of surplus at the end of the fiscal year as described below.

It should be noted that we do not propose any other appropriation of surplus.

1. Dividend type Cash
2. Allocation of dividend and aggregate amount to be distributed

Common stock

¥135 per share

Total ¥177,382,064,430

As we have already paid an interim dividend of ¥135 per share of Common stock, the annualized dividend will be ¥270 per share, which is an increase of ¥30 per share compared with the preceding fiscal year.

1. Effective date of dividend of surplus June 28, 2024

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Proposal No. 2: Partial Amendments to the Articles of Incorporation

At the Board of Directors meeting held on May 15, 2024, it was resolved that each share of common stock will be split into 3 shares per share with September 30, 2024 as the record date for the stock split, and October 1, 2024, as the date on which the stock split takes effect. The Company intends to amend its Articles of Incorporation as shown in the following comparison table with October 1, 2024 as the date on which the amendments take effect, since the total number of authorized shares and the total number of authorized shares of common stock need to be increased in line with the ratio of the split of common stock.

Comparison Table of Existing Articles of Incorporation and Proposed Amendments

						(Underlined parts are amended.)
	Existing Articles of Incorporation		Proposed Amendments
(Total Number of Authorized Shares)	(Total Number of Authorized Shares)
Article 6.	The total number of shares the Corporation	Article 6.	The total number of shares the Corporation
	is authorized to issue shall be three billion		is authorized to issue shall be nine billion
	five hundred sixty four thousand		five hundred sixty four thousand
	(3,000,564,000)shares.		(9,000,564,000)shares.
(Total Number of Authorized Shares of Each Particular	(Total Number of Authorized Shares of Each Particular
Class of Shares)	Class of Shares)
Article 7.	The total number of shares the Corporation	Article 7.	The total number of shares the Corporation
	is authorized to issue shall consist of three		is authorized to issue shall consist of nine
	billion (3,000,000,000)common stocks,		billion (9,000,000,000)common stocks,
	one hundred sixty seven thousand		one hundred sixty seven thousand
	(167,000) type 5 preferred stocks, one		(167,000) type 5 preferred stocks, one
	hundred sixty seven thousand (167,000)		hundred sixty seven thousand (167,000)
	type 7 preferred stocks, one hundred fifteen		type 7 preferred stocks, one hundred fifteen
	thousand (115,000) type 8 preferred stocks		thousand (115,000) type 8 preferred stocks
	and one hundred fifteen thousand (115,000)		and one hundred fifteen thousand (115,000)
	type 9 preferred stocks.		type 9 preferred stocks.

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Proposal No. 3: Election of Thirteen Directors

Mr. Jun Ohta's post as Director was left vacant due to his passing, and the terms of office of all fourteen Directors will expire at the conclusion of the meeting. Accordingly, on this occasion, the election of the following thirteen Directors (seven of whom will be Outside Directors) is proposed.

The candidates to serve as Directors, based on the decision of the Nominating Committee, are as follows.

			Attendance of the
Candidate	Name	Positions and responsibilities at the Company	Board of Directors
No.	meeting
			(attendance rate)
	Takeshi Kunibe	Chairman of the Board	Attended all 13
	(Reelection)	Member of the Nominating Committee
1	meetings
	Member of the Compensation Committee
		(100%)
	(Non-Executive)	Member of the Sustainability Committee
2	Toru Nakashima	President (Representative Corporate Executive Officer)	-
(New Candidate)	Group CEO
		Director
		Deputy President and Corporate Executive Officer
	Teiko Kudo	(Representative Corporate Executive Officer)	Attended all 13
3	Group CCO	meetings
(Reelection)
	Officer in charge of Compliance Department and Anti	(100%)
		Money Laundering & Financial Crime Prevention
		Department
		Director
		Senior Managing Corporate Executive Officer
		Group CFO, Group CSO
		In charge of Sustainability Division for Fulfilled Growth	Attended all 11
		Officer in charge of Public Relations Department,
	Fumihiko Ito	meetings held
4	Corporate Planning Department, Business Development
after his
	(Reelection)	Department, Sustainability Planning Department,	appointment as
		Sustainability Development Department, Financial	Director (100%)
		Accounting Department and Accounting Service &
		Planning Department
		Member of the Risk Committee
	Toshihiro Isshiki		Attended all 13
	(Reelection)	Director
5	meetings
	Member of the Audit Committee
	(Non-Executive)	(100%)
	Yoshiyuki Gono		Attended all 11
		meetings held
	(Reelection)	Director
6	after his
	Member of the Audit Committee
	(Non-Executive)	appointment as
		Director (100%)
	Shozo Yamazaki
	(Reelection)	Director	Attended all 13
7		Member of the Audit Committee	meetings
	(Outside and	Member of the Risk Committee (Chairman)	(100%)
	Independent)

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			Attendance of the
Candidate	Name	Position and responsibility at the Company	Board of Directors
No.	meeting
			(attendance rate)
	Sonosuke Kadonaga
8	(New Candidate)	-	-
(Outside and
	Independent)
	Yoshinobu Tsutsui
	(Reelection)	Director	Attended all 13
9		Member of the Nominating Committee (Chairman)	meetings
	(Outside and	Member of the Compensation Committee	(100%)
	Independent)
	Katsuyoshi Shinbo
	(Reelection)	Director	Attended all 13
10		Member of the Audit Committee	meetings
	(Outside and	Member of the Compensation Committee (Chairman)	(100%)
	Independent)
	Eriko Sakurai	Director
	(Reelection)	Attended all 13
	Member of the Nominating Committee
11		meetings
	Member of the Compensation Committee
	(Outside and	(100%)
	Member of the Sustainability Committee (Chairman)
	Independent)
	Charles D. Lake II		Attended all 11
	(Reelection)	Director	meetings held
12		Member of the Nominating Committee	after his
	(Outside and	Member of the Risk Committee	appointment as
	Independent)		Director (100%)
	Jenifer Rogers		Attended all 11
	(Reelection)	Director	meetings held
13		Member of the Compensation Committee	after her
	(Outside and	Member of the Sustainability Committee	appointment as
	Independent)		Director (100%)

Notes: 1. "Attendance of the Board of Directors meeting (attendance rate)" represents attendance and attendance rate of the Board of Directors meeting held during FY2023.

1. CEO, CCO, CFO, and CSO each refers to the following.
   CEO: Chief Executive Officer
   CCO: Chief Compliance Officer
   CFO: Chief Financial Officer
   CSO: Chief Strategy Officer
2. Messrs. and Mses. Shozo Yamazaki, Sonosuke Kadonaga, Yoshinobu Tsutsui, Katsuyoshi Shinbo, Eriko Sakurai, Charles D. Lake II, and Jenifer Rogers meet the "Independence Standards for Outside Directors" set forth by the Company, stated on page 29.
3. The Company has designated Messrs. and Mses. Shozo Yamazaki, Yoshinobu Tsutsui, Katsuyoshi Shinbo, Eriko Sakurai, Charles D. Lake II, and Jenifer Rogers as Independent Directors in accordance with the requirements of the financial instruments exchanges in Japan, such as Tokyo Stock Exchange, Inc. In addition, the Company will designate Mr. Sonosuke Kadonaga as an Independent Director.

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