Singapore legislation

Regulation 2

of Securities and Futures (Market Conduct) (Exemption for Stabilising Action in respect of Dealings in Preference Shares) Regulations 2008

Regulation 2

Definitions

In these Regulations, unless the context otherwise requires —“closing date”, in relation to an offer, means the date of issue of the relevant 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;“Dollar Preference Shares” means the non-cumulative perpetual preferred securities issued in July 2008 by SMFG Preferred Capital USD 3 Limited for a principal amount of up to US$4,000,000,000;“issuer”, in relation to an offer, means the person who issues the relevant preference shares being offered;“offer” means an offer for subscription or purchase of the relevant preference shares in conjunction with the listing of such relevant 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 relevant preference shares in conjunction with the listing of such relevant preference shares on a securities exchange;“offer price”, in relation to an offer, means the price of the relevant 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 relevant preference shares in excess of the number of the relevant preference shares available for subscription or purchase under the offer;“relevant preference shares” means the Dollar Preference Shares or the Sterling Preference Shares, as the case may be;“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 —

(a)

in relation to an offer of the Dollar Preference Shares, any of the Dollar Preference Shares in order to stabilise or maintain the market price of the Dollar Preference Shares in Singapore or elsewhere; or

(b)

in relation to an offer of the Sterling Preference Shares, any of the Sterling Preference Shares in order to stabilise or maintain the market price of the Sterling Preference Shares in Singapore or elsewhere;“stabilising manager” means Goldman Sachs International or any of its related corporations;“Sterling Preference Shares” means the non-cumulative perpetual preferred securities issued in July 2008 by SMFG Preferred Capital GBP 2 Limited for a principal amount of up to £1,500,000,000.

Definition

“closing date”, in relation to an offer, means the date of issue of the relevant preference shares;

Definition

“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;

Definition

“Dollar Preference Shares” means the non-cumulative perpetual preferred securities issued in July 2008 by SMFG Preferred Capital USD 3 Limited for a principal amount of up to US$4,000,000,000;

Definition

“issuer”, in relation to an offer, means the person who issues the relevant preference shares being offered;

Definition

“offer” means an offer for subscription or purchase of the relevant preference shares in conjunction with the listing of such relevant preference shares on a securities exchange;

Definition

“offer document” means any notice, circular, material, advertisement, publication or other document inviting offers to subscribe for or purchase the relevant preference shares in conjunction with the listing of such relevant preference shares on a securities exchange;

Definition

“offer price”, in relation to an offer, means the price of the relevant preference shares being offered after deducting any concession, commission, brokerage, transaction fee or levy;

Definition

“over-allotment”, in relation to an offer, means the allotment or sale of a number of the relevant preference shares in excess of the number of the relevant preference shares available for subscription or purchase under the offer;

Definition

“relevant preference shares” means the Dollar Preference Shares or the Sterling Preference Shares, as the case may be;

Definition

“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 —

(a)

in relation to an offer of the Dollar Preference Shares, any of the Dollar Preference Shares in order to stabilise or maintain the market price of the Dollar Preference Shares in Singapore or elsewhere; or

(b)

in relation to an offer of the Sterling Preference Shares, any of the Sterling Preference Shares in order to stabilise or maintain the market price of the Sterling Preference Shares in Singapore or elsewhere;

Definition

“stabilising manager” means Goldman Sachs International or any of its related corporations;

Definition

“Sterling Preference Shares” means the non-cumulative perpetual preferred securities issued in July 2008 by SMFG Preferred Capital GBP 2 Limited for a principal amount of up to £1,500,000,000.