SMFG Notes to Consolidated Financial Statements SMFG  2011 134 37. Subsequent Events (c) Number of shares delivered 14,702 thousand common shares of SMFG (b) Basis for determination of share exchange ratio Nikko Cordial Securities Inc. and Nomura Securities Co.,  Ltd. were appointed by FGCC and Cedyna, respectively,  as third party valuation institutions in order to ensure  the fairness and appropriateness in determining the share  exchange ratio for the Share Exchange. FGCC and Cedyna  engaged in negotiations and discussions with reference to  the share exchange ratio analysis provided by the above  third party valuation institutions and with consideration  for SMFG’s and Cedyna’s financial conditions, performance  trends and stock price movements. As a result, FGCC and  Cedyna each determined that the share exchange ratio set  forth in (a) above was beneficial to the shareholders of both  SMFG and Cedyna. (1) Class of shares to be acquired and cancelled: Preferred stock  (1st series Type 6) (2) Total number of shares to be acquired and cancelled: 70,001  shares (3) Total amount of acquisition: ¥210,003,000,000 (a) Name and business of combined entities Acquisition company: FGCC (Management of subsidiaries  and affiliates) Acquired company: Cedyna (Credit Card Services) (b) Date of business combination May 1, 2011 (c) Legal form of the business combination Exchange of shares (d) Name of the entity after the business combination Sumitomo Mitsui Financial Group, Inc. (e) Purpose of the transactions SMFG and FGCC decided to organize a system which  allowed more timely and flexible decision making in order  to “establish the number one credit card business entity in  Japan.” 1. Acquisition and cancellation of preferred stock SMFG resolved, at a meeting of the Board of Directors held on  February 28, 2011, to acquire its preferred stock (1st series Type 6),  in accordance with the provisions of Article 18 of the Articles of  Incorporation of SMFG and to cancel its preferred stock (1st series  Type 6) in accordance with the provisions of Article 178 of the  Companies Act, as described below. According to the resolution,  SMFG acquired and cancelled its preferred stock (1st series Type 6)  on April 1, 2011. Capital surplus was reduced by the cancellation. 2. Transactions under common control Making Cedyna Financial Corporation a wholly-owned subsidiary  SMFG Card & Credit, Inc. (“FGCC”) made Cedyna Financial  Corporation (“Cedyna”) a wholly-owned subsidiary by a share  exchange with an effective date of May 1, 2011 (the “Share  Exchange”). The outline of transactions under common control is  as follows: (1) Outline of the transactions (2) Share exchange ratio, its basis for determination, number of  shares delivered (a) Type of shares and share exchange ratio Common shares SMFG 1 : Cedyna 0.06 Note: 0.06 shares of SMFG common stock was allotted and delivered per  share of Cedyna common stock.