SMFG Sumitomo Mitsui Financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July 2021
Commission File Number 001-34919
SUMITOMO MITSUI FINANCIAL GROUP, INC.
(Translation of registrant’s name into English)
1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
|Form 20-F ☒||Form 40-F ☐|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|Yes ☐||No ☒|
*If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sumitomo Mitsui Financial Group, Inc.
/s/ Jun Okahashi
|General Manager, Financial Accounting Dept.|
Date: July 9, 2021
Sumitomo Mitsui Financial Group, Inc.
Issuance of New Shares under the Stock Compensation Plans
Tokyo, July 9, 2021 --- Sumitomo Mitsui Financial Group, Inc. (“SMFG”, President and Group CEO: Jun Ohta) announced today the issuance of new shares, determined on the same day by the President and Group CEO, as delegated by the SMFG Board of Directors.
Background and Objectives
SMFG has introduced Stock Compensation Plans (the “Plans”) as a part of its executive compensation programme, for the purpose of:
Providing more appropriate incentives for executives, strengthening linkage with SMBC Group’s short-, medium- and long-term performance, and
Further aligning the interests of executives with those of shareholders, by increasing the weight of stock compensation and enhancing the shareholding of executives in SMFG.
Executives designated to be included in the Plans were Directors (excluding external Directors), Executive Officers, etc. of SMFG and Sumitomo Mitsui Banking Corporation (“SMBC”), and the President/CEO of the following 6 subsidiaries; SMBC Trust Bank Ltd., SMBC Nikko Securities Inc., Sumitomo Mitsui Card Company Ltd., SMBC Finance Service Co., Ltd., SMBC Consumer Finance Co., Ltd. and The Japan Research Institute Limited.
The President and Group CEO of SMFG today determined the issuance of new shares as per the delegation from the SMFG Board of Directors, which has previously resolved and authorised him to determine the new issuance of shares of SMFG common stock for allotment under the Plans this Fiscal Year.
For further details on the Plans, please refer to the news releases “Introduction of New Stock Compensation Plans for Executives” published on July 10, 2017 and “Issuance of New Shares under the Stock Compensation Plans” published on July 17, 2018.
Details of the New Issuance of Shares
1) Payment Date
26 July, 2021
2) Class and number of shares to be issued
322,041 shares of SMFG common stock
3) Issue Price
3,749 yen per share
4) Total issue price
5) Allottees etc.
Directors of SMFG: 4 persons 9,930 shares
Corporate Executive Officers, etc of SMFG:13 persons 14,998 shares
Executive Officers of SMFG: 42 persons 30,275 shares
Directors of SMFG’s subsidiaries: 10 persons 18,345 shares
Executive Officers, etc of SMFG’s subsidiaries: 96 persons 248,493 shares
The Issuance of New Shares is conditional upon the Securities Registration Statement becoming effective in accordance with the Financial Instruments and Exchange Act.
Summary of the Allotment Agreement and the Regulations
Under the Plans, SMFG and SMFG’s subsidiaries will award Executives with Stock Compensation I (medium-term performance incentives) , SMFG and SMBC will award Stock Compensation II (annual performance share) and Stock Compensation III (promotion reward) and SMFG will enter into Allotment Agreements with the executives. The Allotment Agreements and the Regulations stipulate i) period during which disposals of the allotted shares are restricted in any manner, including the transfer of ownership or granting of security interest (the “Period”), ii) conditions for releasing transfer restrictions as determined by the SMFG Compensation Committee, such as performance conditions (the “Release Conditions”), and iii) conditions for SMFG retrieving all or part of the allotted shares at nil cost (the “Retrieval Conditions”), etc.
From 26 July, 2021 to 26 July, 2023 (2 years)
One third of the allotted shares ( a fraction of less than one share to be rounded down);
One third of the allotted shares (a fraction of less than one share to be rounded down);
Remaining one third of the allotted shares; 26 July, 2021 to 25 July, 2024(3years)
From 26 July, 2021 to 25 July, 2051 (30 years)
Upon expiry of the Period.
Number of shares to be released shall be determined based on the evaluation by the SMFG Compensation Committee, which shall review the 3-year progress of the Medium-term Management Plan starting from FY2020.
In case the Executive leaves the position during the Period, the number of shares to be released shall be reduced according to his/her tenure and the restriction shall be released upon expiry of the Period. However, the restriction shall be released immediately in case of decease of the Executive.
Upon expiry of the Period. However, the restriction shall be released immediately in case of decease of the Executive.
Upon expiry of the Period. However, the restriction shall be released immediately in case the Executive leaves the position during the Period.
Retrieval of the Allotted Shares at Nil Cost
SMFG shall automatically retrieve from the Executives all the allotted but unreleased shares without cost immediately after expiration of the Period. In addition, in case SMFG exercises malus provisions in accordance with the resolution of the Compensation Committee, it may retrieve such shares from the Executives at nil cost.
Control of Stocks
The Executives shall open dedicated accounts with SMBC Nikko Securities Inc. in a manner defined by SMFG in order to register and maintain records and shall retain the allotted restricted shares with such accounts until transfer restrictions are released.
In case SMFG’s General Meeting of Shareholders (or Board of Directors meeting, unless approval at the General Meeting of Shareholders is required) approves a merger agreement in which SMFG becomes a dissolving company, or other reorganization proposals which makes SMFG a wholly owned subsidiary, such as a share exchange agreement or share transfer plan, transfer restrictions shall be released for the number of shares reasonably calculated and resolved at the Compensation Committee immediately before the commencement of the Business Day before the day such reorganization becomes effective.
Basis of Calculation and Specific Details for the Payment Amount
The issue price is set at the closing price of 3,749 yen on July 8, 2021 which is the business day prior to the day of issuance/allotment decision by the President and Group CEO, for the shares of SMFG common stock on the Tokyo Stock Exchange. Since SMFG shares are floated on the Exchange and there is no reason not to rely on the most recent traded price, it is believed that this price should be appropriate without any arbitrariness, reflecting SMFG’s financial standings and demand/supply of the market. Thus, SMFG has concluded that the issue price is not particularly favorable to the Executives being allotted the shares.