This document has been translated from the Japanese original for reference purposes only. In theevent 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 translationor for direct, indirect or any other forms of damages arising from the translation.

May 13, 2022
Sumitomo Mitsui Financial Group, Inc.
Securities code: 8316

Opinion of SMFG’s Board of Directors on Shareholder Proposals
Regarding the agenda of the 20th Ordinary General Meeting of Shareholders scheduled to be heldon June 29, 2022, Sumitomo Mitsui Financial Group, Inc. (the “Company”) has received adocument stating shareholders’ intentions to exercise their proposal rights. The Company hereby
announces that at its Board of Directors meeting held today, it has resolved to oppose theshareholder proposals.
Simultaneously, the Company has announced today SMBC Group’s new measures to address
climate change issues. Please refer to “Strengthening Efforts against Climate Change” for moredetails.
1. Proposing Shareholders
Joint proposal by eight shareholders* As some of the proposing shareholders are individuals, the names are withheld.
2. The Shareholder Proposals
Please refer to the Appendix.
3. Opinion of the Board of Directors on the Shareholder Proposals and the Reasons therefor(1) The Shareholder Proposal “Proposal 1: Partial amendments to the Articles of Incorporation(Setting and disclosing short- and medium-term greenhouse gas emissions reduction targets
consistent with the goals of the Paris Agreement)”(i) Opinion of the Board of Directors
The Board of Directors opposes this shareholder proposal.
(ii) Reasons for the Opposition
SMBC Group, including the Company, has been earnestly working on measures to1

address climate change issues, which it positions as one of our most importantmanagement issues, and is already promoting initiatives related to what this shareholder
proposal seeks (implementation of loans and investments aligned with the goals of theParis Agreement) as part of its management policy. Furthermore, SMBC Group
continuously engages in open dialogues with environmental NGOs and institutional
investors, including these proposing shareholders, on measures to address climatechange.
Since the adoption of the Paris Agreement, measures to address climate change issueshave accelerated worldwide, and in October 2020, the Japanese government announced“2050 Carbon Neutrality”, a declaration aiming to realize a carbon-neutral society by
reducing overall greenhouse gas (“GHG”) emissions to zero by 2050. Under thesecircumstances, while supporting the Japanese government’s policy, SMBC Group, as afinancial group that conducts business globally in a wide range of fields, work earnestly
to reduce GHG emissions in line with the goals of the Paris Agreement, and supports
customers’ efforts contributing to the transition to and realization of a carbon-neutralsociety.
Meanwhile, the Articles of Incorporation stipulate fundamental policies in the operationof a company, and therefore is inappropriate to stipulate matters concerning individualand specific business execution. The proposal seeks to stipulate in the Articles ofIncorporation the setting and disclosure of business plans, including GHG emissions
reduction targets aligned with the Paris Agreement, which is a case of individual andspecific business execution. The Company will continue to review flexibly andimplement swiftly its GHG emissions reduction targets and business plans in light ofthe ever-changing situation. Changes to the Articles of Incorporation require a special
resolution at the General Meeting of Shareholders, therefore, if this proposal isapproved, it will make it difficult for the Company to respond and adjust flexibly.
SMBC Group, within the framework of the current Articles of Incorporation, hasalready committed to the following in August 2021: to achieve net zero GHG emissions
across our overall loan and investment portfolio by 2050, as well as net zero in ourgroupwide operations by 2030. In October 2021, SMBC Group participated in the “NetZero Banking Alliance*”, an international initiative. Positioning concrete measures tobe implemented over the short-to-medium term (around three years) as its “Action Plan,”the entire group is currently working on measures to address climate change issues. In2

May 2021, we announced the measures to be implemented by April 2023 in “ActionPlan STEP1.” One of the major measures of “Action Plan STEP1” is to calculate theGHG Financed Emissions (FE) in our loan and investment portfolio and to set reduction
targets. In terms of concrete results of this measure, we disclosed the amounts of FE ofthe power sector, including current corporate financing, in the “SMBC Group TCFD
Report 2021” released in August 2021. In May 2022, we announced a FE reduction
target for the power sector and calculated FE of the oil and gas sector, for strengthening
measures to address climate change issues. Accordingly, through the “Action Plan,”and other materials which have already been released, the Board of Directors has madecommitments regarding the contents requested in this proposal and the Company has
announced such information in a timely manner.
In addition, the Japan’s Corporate Governance Code (the “CG Code”), revised in June
2021, requires active responses to issues related to sustainability. SMBC Group hastaken the following measures and complies with all matters required by the CG Code.
<Measurements for Sustainability>⚫

The Company has set forth the following statement in SMBC Group’s Mission:“We contribute to a sustainable society by addressing environmental and socialissues”, and established the SMBC Group Statement on Sustainability, which
lays out the basic principles of how SMBC Group will facilitate forward its
efforts to realize sustainability. This statement defines sustainability as“Creating a society in which today’s generation can enjoy economic prosperity
and well-being, and pass it on to future generations”, stipulates the priority
issues that SMBC Group will address, and declares SMBC Group’s commitment
to strive for sustainability. The materiality which SMBC Group focuses on are“Environment” as the common property of mankind, “Community” wherepeople help each other out and live their lives with peace of mind, and “NextGeneration” who will inherit a better society, and these concepts form theessence of the Value Creation Process that guides our business endeavors. [TheCG Code Supplementary Principles 3.1.3 and 4.2.2]⚫

SMBC Group has established “SMBC Group GREEN × GLOBE 2030” as aplan to 2030 based on the SMBC Group Statement on Sustainability.
“GREEN” represents SMBC Group’s corporate color and the environment,
while “GLOBE” represents the Earth and a borderless world. The two terms
3are connected by “x” to show the plan’s expansion potential in terms ofmultiplication rather than mere addition. One of the KPIs set for "SMBC
Group GREEN x GLOBE 2030" is to provide 30 trillion yen in green andsustainable finance between FY2020 and FY2029. [The CG CodeSupplementary Principles 3.1.3]⚫

We have established a framework for effectively executing and supervisingthese sustainability efforts, and are strengthening them continuously. Morespecifically, in April 2021 we established the position of “Group ChiefSustainability Officer (CSuO)”, who is responsible for planning andformulating groupwide sustainability measures and promoting our sustainablebusiness efforts. In addition, the “Corporate Sustainability Committee” chairedby the Group CEO discusses matters pertaining to the spread of sustainability
management throughout SMBC Group as well as measures necessary forpromoting sustainability. The Sustainability Committee, which is newly
established as an internal committee of the Board of Directors in July 2021,
deliberates on important matters related to sustainability and advises the Boardof Directors. The Board of Directors regularly deliberates on the operational
policies and progress of sustainability-related operations and oversees theexecution of operations promoting sustainability. SMBC Group has also
incorporated ESG initiatives into executive compensation schemes withqualitative and quantitative indicators. [The CG Code Supplementary
Principles 2.3.1and 3.1.3]⚫

To realize carbon neutrality by 2050, we have been reinforcing our measures totackle climate change issues through our long-term action plan “RoadmapAddressing Climate Change”, and short-to-medium-term concrete measures“Action Plan” respectively. In 2021, we committed to achieving net-zero GHG
emissions at our groupwide operations by 2030 and across our overall loan andinvestment portfolio by 2050. Including aforementioned, we have summarized
and publicized our efforts in our “SMBC Group TCFD Report 2021”, and theimpact of climate change risks and profit-earning opportunities on our businessactivities and earnings consistent with the TCFD Recommendations. [The CG
Code Supplementary Principles 3.1.3]

For the reasons above, the Board of Directors opposes the proposed amendments to the4Articles of Incorporation.
* Net-Zero Banking Alliance
An international initiative launched in April 2021 under the leadership of the United
Nations Environment Programme Finance Initiative (UNEP FI) aiming at net-zero
GHG emissions from investment and loan portfolios by 2050, through theestablishment of scientifically based medium- to long-term GHG emissions
reduction targets and the corresponding progress reports.
(2) The Shareholder Proposal “Proposal 2: Partial amendments to the Articles ofIncorporation (Financing consistent with the IEA’s Net Zero Emissions Scenario, etc.)”(i) Opinion of the Board of Directors
The Board of Directors opposes this shareholder proposal.
(ii) Reasons for the Opposition
As described in (1) (ii) above, the Articles of Incorporation stipulate fundamental
policies in the operation of a company, and it is inappropriate to stipulate mattersconcerning individual and specific business execution. This proposal requires theCompany to stipulate in the Articles of Incorporation that it should formulate anddisclose measures to ensure specific loans and investments are not made, which is amatter concerning individual and specific business execution. The Company willcontinue to analyze trends surrounding climate change issues carefully and to respondflexibly; however if this proposal is approved, it will cause difficulty for the Companyto respond flexibly, which may have adverse impacts on many stakeholders, including
shareholders and customers.
SMBC Group, within the framework of the current Articles of Incorporation, positions
strengthening of its climate change risk management framework, including reviews of
its sector policy, as one of the main measures of “Action Plan STEP1.” In 2018, we
introduced a policy for sectors and businesses that are likely to have a significant
negative impact on the environment and society, such as coal-fired power plants. We
have been conducting reviews of the policy regularly and announced in fiscal 2021 that
we will not provide finance for new construction or expansion projects of coal-fired
power plants. In May 2022, we also introduced policies of not providing finance for
new and expanded coal mining projects. Aligning with the goals of the Paris Agreement,5

we will continue to add target businesses and sectors and further reinforce our current
policies, and aim to realize net zero emissions by working to enhance our credit
management and monitoring framework based on our policy. Accordingly, through the“Action Plan,” and other materials which have already been released, the Board ofDirectors has made commitments regarding the contents requested in this proposal andthe Company has announced such information in a timely manner.
For the reasons above, the Board of Directors opposes the proposed amendments to theArticles of Incorporation.
4. Matters for Reference
SMBC Group’s long-term action plan for climate change issues, the “Roadmap Addressing
Climate Change,” and the concrete measures to be implemented in the short-to-medium-term,
the “Action Plan,” are as follows.

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(Appendix)
The Shareholder Proposals(The following “Proposal Details” and “Reasons for Proposal” are an English translation of theoriginal text described in a form submitted by the shareholders.)

Proposal 1: Partial Amendment to the Articles of Incorporation (Setting and disclosing short- andmedium-term greenhouse gas emissions reduction targets consistent with the goalsof the Paris Agreement)
Proposal Details
The following clause shall be added to the Articles of Incorporation:
Chapter X: “Shift to Decarbonized Society”
Clause Y: “Setting and disclosing short- and medium-term GHG emissions reduction targets
consistent with the goals of the Paris Agreement”
1. To promote the long-term success of the Company, given the risks and opportunities associatedwith climate change, and in accordance with the Company’s commitment to the Paris
Agreement on climate change, the Company shall set and disclose a business plan with shortterm and mid-term greenhouse gas emissions reduction targets across its overall investment andloan portfolio aligned with Article 2.1(a) of the Paris Agreement (the “Paris goals”).
2. The Company shall report on its progress against such targets in its annual reporting.
Reasons for Proposal
This proposal aims to maintain and increase the Company's corporate value, by appropriately
managing the Company’s exposure to climate change risks, and ensuring informationtransparency through setting and disclosing business plans aligned with the Paris Agreement goals,including short-term (by 2025) and medium-term (by 2030) greenhouse gas emissions reduction
targets across its entire investment and loan portfolio.
To align with the 2050 net zero goal set by the Japanese government and the Company’s own
goal of net zero emissions across its entire loan and investment portfolios, it is imperative to set
concrete short- and medium-term targets and develop compatible business plans. Disclosing its
progress against such targets annually will ensure the Company’s financing activities areconsistent with these goals.
7By adding this clause to the Articles of Incorporation, the Company can effectively manage
exposure to climate change risks, align with its long-term net zero goal and promote sustainablegrowth.

Proposal 2: Partial Amendment to the Articles of Incorporation (Financing consistent with theIEA's Net Zero Emissions Scenario, etc.)
Proposal Details
The following clause shall be added to the Articles of Incorporation:
Chapter X: “Shift to Decarbonized Society”
Clause Z: “Financing consistent with the IEA's Net Zero Emissions Scenario, etc.”
Acknowledging the Company's support for the goal of net-zero emissions by 2050, and inaccordance with both the Environmental Program Finance Initiative (UNEP FI) recommendations
to the G20 Sustainable Finance Working Group and the International Energy Agency (IEA)’s Net
Zero Emissions by 2050 Scenario, the Company shall set and disclose proactive measures toensure the proceeds of the Company's lending and underwriting are not used for the expansion offossil fuel supply or associated infrastructure.
Reasons for Proposal
The purpose of this proposal is to manage the Company’s exposure to climate risk appropriately
and maintain and improve corporate value. The proposal addresses climate change risk by setting
and disclosing measures to ensure that the company’s financing activities are not inconsistent
with the IEA’s net-zero by 2050 emissions scenario and the UNEP FI recommendations to theG20 Sustainable Finance Working Group.
The risks of the IEA scenario are widely recognized, and it is clear from the scenario and climate
science that there is no room to develop new oil and gas fields or coal mines, or new infrastructure
to facilitate such development if we are to reach the 1.5 °C target of the Paris Agreement.
The Company has set a goal of net-zero greenhouse gas emissions from its entire investment andloan portfolio by 2050, but continues to provide significant funding to facilitate fossil fuelexpansion. We propose to add this clause to the Articles of Incorporation in order to manage theCompany’s exposure to transition risk and to become a financial institution that drives the trend
toward a carbon-free society.

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