Sumitomo Mitsui Financial 6K Current report

Sumitomo Mitsui Financial (SMFG) 6-KCurrent report (foreign)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE13a-16 OR15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number001-34919

SUMITOMO MITSUI FINANCIAL GROUP, INC.

(Translation of registrant’s name into English)

1-2, Marunouchi1-chome, Chiyoda-ku, Tokyo100-0005, Japan

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F orForm 40-F:	Form 20-F ☒	Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):	☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-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 Rule12g3-2(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 withRule 12g3-2(b):	82-________

THIS REPORT ON FORM6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF SUMITOMO MITSUI FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORMF-3 (FILE NO.333-228913) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

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.

By:	/s/ Masahiko Tsutsui
	Name:	Masahiko Tsutsui
	Title:	General Manager, Financial Accounting Dept.

Date: May 28, 2020

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 5, 2020


To Shareholders with Voting Rights
		Jun Ohta
		Director President
		Sumitomo Mitsui Financial Group, Inc.
		1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

NOTICE OF CONVOCATION OF

THE 18^thORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

The 18^th Ordinary General Meeting of Shareholders of Sumitomo Mitsui Financial Group, Inc. (the “Company”) will be held as stated below. Shareholders are kindly requested to refrain from attending the meeting in person as much as possible to prevent the spread of the coronavirus disease(COVID-19). Please review the “Reference Documents for the General Meeting of Shareholders” and exercise your voting rights by post or via the Internet based on the instructions on page 2.

Particulars


1.	Date and Time:		10:00 a.m. on Friday, June 26, 2020 (Japan time)
2.	Place:		the Head Office of the Company (Sumitomo Mitsui Banking Corporation Head Office Building) at1-2, Marunouchi1-chome,Chiyoda-ku, Tokyo, Japan
3.	Agenda of the Meeting:
	Matters to be reported:	(1)	Business Report, Consolidated Financial Statements for the 18^th Fiscal Year (from April 1, 2019 to March 31, 2020) and results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit Committee
		(2)	Non-Consolidated Financial Statements for the 18^th Fiscal Year (from April 1, 2019 to March 31, 2020)
	Proposals to be resolved:
	Proposal No. 1:	Appropriation of Surplus
	Proposal No. 2:	Election of Fifteen Directors

The Business Report, Consolidated Financial Statements,Non-Consolidated Financial Statements, official copies of the Accounting Auditor’s reports and the Audit Committee’s report to be provided to shareholders upon notice of the Ordinary General Meeting of Shareholders are as stated in the attached “Business Report for the 18^th Fiscal Year.”

“Matters regarding Stock Acquisition Rights, etc. of the Company” and “System to Ensure Appropriate Conduct of Operations” in the Business Report, the notes to the Consolidated Financial Statements and the notes to theNon-Consolidated Financial Statements are available on the Company’s website (https://www.smfg.co.jp) in accordance with laws, regulations, and Article 25 of the Articles of Incorporation, and therefore are not included in “Business Report for the 18^th Fiscal Year.”

The Consolidated Financial Statements and theNon-Consolidated Financial Statements contained in “Business Report for the 18^th Fiscal Year” are part of the Consolidated Financial Statements and theNon-Consolidated Financial Statements that were subject to audit by the Accounting Auditor for the purpose of the Independent Auditors’ Report.

The Business Report, the Consolidated Financial Statements and theNon-Consolidated Financial Statements contained in “Business Report for the 18^th Fiscal Year” are part of the Business Report, the Consolidated Financial Statements and theNon-Consolidated Financial Statements that were subject to audit by the Audit Committee for the purpose of the Audit Report.

If the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, and theNon-Consolidated Financial Statements are amended, the amended items will be announced on the Company’s website (https://www.smfg.co.jp).

[Guidance on the Exercise of Voting Rights]

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 Thursday, June 25, 2020 (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.

Please use the enclosed personal information security sticker.

Exercise of Voting Rights via the Internet

Voting Deadline:

No later than 5:10 p.m. on Thursday, June 25, 2020 (Japan time)

Please access the voting website (https://www.web54.net) managed by our share register agent using the login ID and password printed on the enclosed Voting Rights Exercise Form. Please indicate your approval or disapproval for each proposal no later than the above voting deadline, following the instructions on the screen.

You can also access the website once without entering your login ID or password by scanning the “Voting Rights Exercise Website Login QR Code for Smartphones” printed on the Voting Rights Exercise Form.

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:0120-652-031 (toll free within Japan)

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

Notes

🌑

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.

🌑

Any access fees including, but not limited to, internet service providers, communications fees to communications carriers and other fees for use of the website for voting shall be borne by shareholders.

🌑

The above voting website is available in Japanese only.

[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.

➣

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

Reference Documents for the General Meeting of Shareholders

Proposals, Reasons and References

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 18^th 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		¥100 per share		Total ¥136,952,651,300

As we have already paid an interim dividend of ¥90 per share of Common stock, the annualized dividend will be ¥190 per share, which is an increase of ¥10 per share compared with the preceding fiscal year.

(3) Effective date of dividend of surplus

June 29, 2020

LOGO

Proposal No. 2: Election of Fifteen Directors

The terms of office of all fifteen Directors will expire at the conclusion of the meeting. Accordingly, on this occasion, the election of the following fifteen 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.



Candidate No.	Name	Positions and responsibilities at the Company	Attendance of the Board of Directors meeting (attendance rate)

1	Takeshi Kunibe (Reelection)	Chairman of the Board Member of the Nominating Committee Member of the Compensation Committee	Attended all 12 meetings (100%)

2	Jun Ohta (Reelection)	Director President (Representative Corporate Executive Officer) Group CEO Member of the Compensation Committee	Attended all 12 meetings (100%)

3	Makoto Takashima (Reelection)	Director	Attended all 12 meetings (100%)

4	Haruyuki Nagata (Reelection)	Director Senior Managing Corporate Executive Officer Group CRO Officer in charge of Corporate Risk Management Department, Risk Management Department, Americas Division, and Credit & Investment Planning Department	Attended all 10 held after appointment as Director (100%)

5	Toru Nakashima (Reelection)	Director Senior Managing Corporate Executive Officer Group CFO, Group CSO Officer in charge of Public Relations Department, Corporate Planning Department, Business Development Department, and Financial Accounting Department	Attended all 10 held after appointment as Director (100%)

6	Atsuhiko Inoue (Reelection)	Director Member of the Audit Committee	Attended all 10 held after appointment as Director (100%)

7	Toru Mikami (Reelection)	Director Member of the Audit Committee	Attended all 12 meetings (100%)

8	Yoshihiko Shimizu (New Candidate)	—	—



Candidate No.	Name	Position and responsibility at the Company	Attendance of the Board of Directors meeting (attendance rate)

9	Masayuki Matsumoto (Reelection) (Outside and Independent)	Director Member of the Nominating Committee Member of the Audit Committee (Chairman)	Attended all 12 meetings (100%)

10	Arthur M. Mitchell (Reelection) (Outside and Independent)	Director Member of the Nominating Committee Member of the Compensation Committee	Attended all 12 meetings (100%)

11	Shozo Yamazaki (Reelection) (Outside and Independent)	Director Member of the Audit Committee	Attended all 12 meetings (100%)

12	Masaharu Kohno (Reelection) (Outside and Independent)	Director Member of the Nominating Committee	Attended all 12 meetings (100%)

13	Yoshinobu Tsutsui (Reelection) (Outside and Independent)	Director Member of the Nominating Committee (Chairman) Member of the Compensation Committee	Attended all 12 meetings (100%)

14	Katsuyoshi Shinbo (Reelection) (Outside and Independent)	Director Member of the Audit Committee Member of the Compensation Committee (Chairman)	Attended all 12 meetings (100%)

15	Eriko Sakurai (Reelection) (Outside and Independent)	Director Member of the Nominating Committee Member of the Compensation Committee	Attended all 12 meetings (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 the 18^th fiscal year.

CEO, CRO, CFO and CSO each refers to the following.

CEO: Chief Executive Officer

CRO: Chief Risk Officer

CFO: Chief Financial Officer

CSO: Chief Strategy Officer

Messrs. and Ms. Masayuki Matsumoto, Arthur M. Mitchell, Shozo Yamazaki, Masaharu Kohno, Yoshinobu Tsutsui, Katsuyoshi Shinbo and Eriko Sakurai meet the “Independence Standards for Outside Directors” set forth by the Company, stated on page 22. In addition, the Company has designated each of them as Independent Directors in accordance with the requirements of the financial instruments exchanges in Japan, such as Tokyo Stock Exchange, Inc.

Notes: 1.

The Company entered an agreement with Messrs. and Ms. Masayuki Matsumoto, Arthur M. Mitchell, Shozo Yamazaki, Masaharu Kohno, Yoshinobu Tsutsui, Katsuyoshi Shinbo and Eriko Sakurai pursuant to Paragraph 1 of Article 427 of the Companies Act (the Act) to limit their liability under Paragraph 1 of Article 423 of the Act. The maximum amount of liability for damages under this liability limitation agreement is ¥10 million or the minimum amount of liability for damages stipulated in Paragraph 1 of Article 427 of the Act, whichever is higher.

Messrs. and Ms. Masayuki Matsumoto, Arthur M. Mitchell, Shozo Yamazaki, Masaharu Kohno, Yoshinobu Tsutsui, Katsuyoshi Shinbo and Eriko Sakurai are candidates to serve as Outside Directors.

Mr. Yoshinobu Tsutsui has been appointed as an Outside Director of Panasonic Corporation. Panasonic Corporation and Panasonic Avionics Corporation (PAC), one of its U.S. subsidiaries, were investigated for suspicion of violating the Federal Foreign Corrupt Practices Act and other U.S. securities laws regarding specified contracts with airlines and the appointment of sales agents and consultants pertaining to such contracts. In May 2018, Panasonic Corporation and PAC entered into agreements with the U.S. Securities and Exchange Commission and the U.S. Department of Justice to pay punitive fines to the U.S. government and to take various measures to improve compliance. Although Mr. Yoshinobu Tsutsui was not aware of these facts, from the viewpoint of legal compliance, he conducted his duties through the Board of Directors, and made efforts so that business would not be conducted in violation of laws and regulations. Also, after becoming aware of these facts, he ordered a thorough investigation and efforts to prevent recurrence and fulfilled his duties by reviewing the details of such efforts.

If this proposal is approved, members and chairman of each committee will be as follows.

Nominating Committee:

Yoshinobu Tsutsui (Chairman), Takeshi Kunibe, Masayuki Matsumoto,

Arthur M. Mitchell, Masaharu Kohno, Eriko Sakurai

Audit Committee:

Masayuki Matsumoto (Chairman), Atsuhiko Inoue, Toru Mikami,

Shozo Yamazaki, Katsuyoshi Shinbo

Compensation Committee:

Katsuyoshi Shinbo (Chairman), Takeshi Kunibe, Jun Ohta

Arthur M. Mitchell, Yoshinobu Tsutsui, Eriko Sakurai

(Reference) “Independence Standards for Outside Directors” of the Company

In order for Outside Directors to be judged as independent by the Company, it is necessary that they do not fall under or have not recently^{(Note 1)} fallen under any of the following:

1. Major Business Partner^{(Note 2)}

(1)

A person who has the relationship with the Company or the Sumitomo Mitsui Banking Corporation (SMFG/SMBC) as a major business partner, or a person engaged in the execution of business thereof;

(2)

A person who is a major business partner of SMFG/SMBC, or a person engaged in the execution of business thereof.

2. Specialist

(1)

A legal expert, accounting expert or consultant who has received money or other property from SMFG/SMBC averaging more than ¥10 million per year over the last three years, in addition to any compensation received as a Director or a Corporate Auditor;

(2)

A member of a juridical person or other organizations that provides specialist services, such as a law firm, accounting firm or consulting firm, which has received large amounts of money or other property^{(Note 3)} from SMFG/SMBC.

3. Donations

A person who has received – or a person engaged in the execution of business thereof – on average over the last three years, donations or other payments from SMFG/SMBC, in excess of the greater of ¥10 million per year or 2% of the recipient’s annual sales.

4. Major Shareholder

A major shareholder of the Company, or a person engaged in the execution of business thereof (including anyone who has been a major shareholder, or a person engaged in the execution of business thereof within the last three years).

5. Close Relative^{(Note 4)}

A close relative of any person (excludingnon-material^{(Note 5)} personnel) who is:

(1)

A person who falls under any of 1 through 4 above; or

(2)

A Director, Corporate Auditor, Corporate Executive Officer, Executive Officer or employee of the Company or a subsidiary thereof.

Note 1.

“Recently” denotes a time that can be deemed to be substantively the same as the present; for example, a person is not independent if that person was a major business partner at the time when the proposal electing that person as an Outside Director to the General Meeting of Shareholders was decided.

Note 2.

A “Major Business Partner” denotes a person who falls under either or both of the following:

• A person who has a relationship with SMFG/SMBC as major business partners

The ratio of said person’s sales from transactions with SMFG/SMBC exceeds 2% of the person’s consolidated net sales; and

• A major business partner of SMFG/SMBC

Said person receives loans from the Sumitomo Mitsui Banking Corporation in excess of 1% of the Company’s consolidated total assets.

Note 3.

“Large amounts of money or other property” denotes money or other property in excess of 0.5% of the Company’s consolidated ordinary income.

Note 4.

“Close relative” denotes a spouse or family member within the second degree of kinship.

Note 5.

Examples of “material” personnel

• A director, corporate auditor, or manager-level employee of each company; or

• In the case of an accounting or legal expert: a Certified Public Accountant, attorney at law, or holder of a similar professional qualification.

Candidate
No.

Name
(Date of birth)

Career summary, position, responsibility,
significant concurrent positions and others

Type and
number of
shares of the
Company held

Takeshi Kunibe
(March 8, 1954)
(Male)

Reelection

Career summary:
April 1976 Joined Sumitomo Bank
June 2003 Executive Officer of Sumitomo Mitsui Banking Corporation (“SMBC”)
October 2006 Managing Executive Officer of SMBC
April 2007 Managing Executive Officer of the Company
June 2007 Director of the Company
April 2009 Director and Senior Managing Executive Officer of SMBC
April 2011 President and Chief Executive Officer of SMBC
April 2017 President of the Company
Resigned as Director of SMBC
June 2017 Director President of the Company
April 2019 Chairman of the Board of the Company (to present)

58,331
(Common
stock)

Position and responsibility at the Company:
Chairman of the Board
Member of the Nominating Committee
Member of the Compensation Committee
Significant concurrent positions:
Director of TAISHO PHARMACEUTICAL HOLDINGS CO., LTD.
Director of NEC Corporation
Attendance of the Board of Directors meeting (attendance rate):
Attended all 12 meetings (100%)
Reasons for nomination as a candidate for Director:
Mr. Takeshi Kunibe has extensive business experience, ability and insight through his involvement in corporate planning, financial accounting, public relations, administration of group companies, etc. over a long time. In addition, since April 2011 he had led SMBC as President and led the Company as President, and since April 2019 he has ruled the Board of Directors of the Company as Chairman of the Board of the Company, thus he is intimately familiar with the business of the group companies of the Company (“the Group”). We believe that he will continue to contribute to the Group’s further growth from the perspective of effectively enhancing the decision making and supervisory functions of the Board of Directors. Based on the above, we have judged that he will be appropriate as a Director of the Company, and propose his election.
Other:
1. Mr. Takeshi Kunibe is expected to be appointed as Director of KOMATSU LTD. on June 18, 2020.
2. Mr. Takeshi Kunibe is expected to be appointed as Auditor of Nankai Electric Railway Co., Ltd. on June 18, 2020.
3. Mr. Takeshi Kunibe is scheduled to retire as Director of NEC Corporation on June 22, 2020.