This document has been translated from 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 any direct, indirect or any other form of damage arising from the translation.
May 31, 2021
Sumitomo Mitsui Financial Group, Inc.
Additional information on “Proposal n ° 3: Partial amendments to the articles of the
Constitution “of the 19th Ordinary General Meeting of Shareholders
As additional information to “Proposal No. 3: Partial Amendments to the Articles of Association” which will be made at the 19th Ordinary General Meeting of Shareholders scheduled for June 29, 2021 (the “Proposal”), Sumitomo Mitsui Financial Group, Inc. (“SMFG”) provides the following views.
Your approval of the proposal would be appreciated.
The proposal aims to diversify the options for how to hold shareholders’ meetings. If this proposal is approved and the changes to the articles of association come into force, virtual shareholders’ meetings only* 1 will be included as one of SMFG’s options for how to hold shareholder meetings, in addition to currently physically organized shareholder meetings* 2 and hybrid virtual shareholder meetings.* 3
Although vaccination against the novel coronavirus (COVID-19) is progressing, the situation of the COVID-19 epidemic remains unpredictable in part due to the spread of variants. In addition, there is no guarantee that a pandemic of a new infectious disease will not occur in the future. There are also concerns about large-scale disasters to come, including a major earthquake occurring directly beneath Tokyo and the Nankai Trough earthquake. To allow exclusively virtual shareholders’ meetings to be held in Japan, the> (Cabinet bill No. 23 submitted to the 204th Diet) was adopted in the plenary session of the House of Representatives. on May 20, 2021 and is the subject of deliberations in the House of Councilors as of today.
Under such circumstances and with an emphasis on emergency response and business continuity, SMFG believes that it will be beneficial for shareholders to include virtual-only shareholder meetings as an option for how to hold meetings. shareholders’ meetings and diversify the options as much as possible. in order to allow flexible shareholders’ meetings to be held, including
cases where it is difficult for shareholders to assemble in a physical location. As such, SMFG presents the proposal to the shareholders.
In addition to emergency response and business continuity, SMFG recognizes that the benefits of virtual-only shareholder meetings also include the ability for shareholders in remote locations, including overseas, to participate in meetings.
However, given the current social situation in Japan, where there is not yet a commonly accepted practice for holding virtual-only shareholders’ meetings, SMFG does not immediately consider holding a meeting of shareholders. ‘shareholders only virtual in normal times. In addition, in cases where dialogue with shareholders is particularly necessary, SMFG will not hold only virtual shareholders’ meetings with the aim of unfairly harming the interests of shareholders who wish to engage in dialogue at a physical location.
When deciding to hold a virtual shareholders’ meeting in the future, SMFG recognizes that ensuring transparency and objectivity and eliminating arbitrariness will be important issues. Since the question and answer process at shareholder meetings is particularly important to ensure a fruitful dialogue with shareholders, SMFG will ensure that it does not unfairly harm the interests of shareholders by taking measures such as the selection of questions by sampling random, and will choose the optimal way. while taking into account the state of development of the legal framework and the infrastructure of the system at any given time.
In view of the above, SMFG will decide carefully how to hold and manage shareholder meetings on a case-by-case basis with maximum consideration of the interests of shareholders, while reflecting the views of independent outside directors from their point of view. objective view at meetings of its board of directors.
* 1: General meetings of shareholders without setting up a physical location, involving the presence of directors, shareholders, etc. using the internet and other means
* 2: Shareholder meetings organized physically with the presence of directors and shareholders, etc.
* 3: Meetings of shareholders organized physically during which shareholders who are not physically present at the meetings can attend or observe the deliberations, etc. using the internet and other means
Sumitomo Mitsui Financial Group Inc. published this content on June 01, 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unchanged, on 01 Jun 2021 09:55:07 UTC.