Regulation 2

In these Regulations, unless the context otherwise requires —“closing date”, in relation to an offer, means the date of issue of the preference shares;“dealer” means a person who is the holder of a capital markets services licence to deal in securities and includes a person who is licensed, approved, authorised or otherwise regulated under the laws, codes or other requirements of any foreign jurisdiction in respect of dealing in securities;“issuer”, in relation to an offer, means the person who issues the preference shares being offered;“offer” means an offer for subscription or purchase of the preference shares in conjunction with the listing of such preference shares on a securities exchange;“offer document” means any notice, circular, material, advertisement, publication or other document inviting offers to subscribe for or purchase the preference shares in conjunction with the listing of such preference shares on a securities exchange;“offer price”, in relation to an offer, means the price of the preference shares being offered after deducting any concession, commission, brokerage, transaction fee or levy;“over-allotment”, in relation to an offer, means the allotment or sale of a number of the preference shares in excess of the number of the preference shares available for subscription or purchase under the offer;“preference shares” means the Series B non-cumulative perpetual preferred securities issued in July 2008 by SMFG Preferred Capital USD 3 Limited for a principal amount of up to US$3,000,000,000;“stabilising action” means an action taken in Singapore or elsewhere by the stabilising manager, or by a dealer on behalf of the stabilising manager, to buy, or to offer or agree to buy, any of the preference shares in order to stabilise or maintain the market price of the preference shares in Singapore or elsewhere;“stabilising manager” means Goldman Sachs International or any of its related corporations.