Sumitomo Mitsui Trust : Notice regarding Partial Amendments to the Articles of Incorporation

To whom it may concern:

May 15, 2017

Sumitomo Mitsui Trust Holdings, Inc. (Securities Code: 8309 TSE, NSE)

Notice regarding Partial Amendments to the Articles of Incorporation

Sumitomo Mitsui Trust Holdings, Inc. (President: Tetsuo Okubo; hereinafter, "SuMi TRUST Holdings") hereby announces as follows that it resolved at the board of directors meeting held today to submit a proposal for "Partial Amendments to the Articles of Incorporation", at the ordinary general meeting of shareholders for the 6th fiscal period to be held on June 29, 2017.

1. Purpose of amendments to the Articles of Incorporation

2. In the midst of a rapidly changing financial environment and further strengthening of domestic and international financial regulations, SuMi TRUST Holdings intends to transform itself into a company with three Committees, subject to the approval of the ordinary general meeting of shareholders to be held in June, 2017, in order to establish both the ability of management to realize expedited execution of operation and the supervising and monitoring ability to ensure the soundness of management.

   Accordingly, SuMi TRUST Holdings seeks to make necessary amendments to the Articles of Incorporation such as the establishment of provisions concerning each committee provided by laws and ordinances and executive officer, and the deletion of provisions concerning corporate auditors and the board of corporate auditors. In addition, since an outside director will be assuming the post of the next chairman of the meeting of the board of directors as a part of the strengthening of the supervisory function of the board of directors, the amendments to the provisions concerning the chairman of the meeting of the board of directors and the establishment of provisions concerning the election of a deputy chairman who supports the chairman will be made.

   Furthermore, it is proposed to change the maximum number of directors from fifteen (15) to twenty (20), in order to reserve vacant director positions to adapt to changes in the business environment quickly, and establish provisions to exempt directors and executive officers from liability by resolution of the board of directors to the extent provided in laws and ordinances, in order to ensure that they will be able to fully carry out their expected duties. Please note that each corporate auditor has given his/her consent to the establishment of the new provision permitting the exemption of responsibilities.

3. In light of the fact that scope of business that a bank holding company may engage in has been amended in accordance with the amendment of the Banking Act in 2016, it is proposed that the provisions regarding business purposes of SuMi TRUST Holdings be amended to enable SuMi TRUST Holdings to promptly expand its scope of business.

4. In order to secure flexibility in the management of general meetings of shareholders, the provisions concerning the person authorized to convene such meetings and the chairman thereof will be changed from "the President" to "a Director previously determined by the Board of Directors" (the person authorized to convene meetings) and "a Director or Executive Officer previously determined by the Board of Directors" (the chairman thereof), respectively.

5. In connection with the above amendments, SuMi TRUST Holdings will make other necessary amendments, such as revising the numbering of the articles.

Current Articles of Incorporation	Proposed Amendments
CHAPTER I. GENERAL PROVISIONS Article 2. (Purposes) The purposes of the Company shall be to engage in the following businesses as a bank holding company:	CHAPTER I. GENERAL PROVISIONS Article 2. (Purposes) The purposes of the Company shall be to engage in the following businesses as a bank holding company:
Article 4. (Governing Bodies) The Company shall have the following governing bodies in addition to general meetings of shareholders and Directors:	Article 4. (Governing Bodies) The Company, as a company with three committees, shall have the following governing bodies in addition to general meetings of shareholders and Directors:
CHAPTER III. PREFERRED STOCK Article 12. (Preferred Dividends) 1. In the case of payment of dividends from surplus as provided for in Article 55, Paragraph 1 hereof, the Company shall pay to the holders of shares of preferred stock (hereinafter referred to as the "Preferred Shareholders") or registered stock pledgees with respect to shares of preferred stock (hereinafter referred to as the "Registered Preferred Stock Pledgees"), in preference to the holders of shares of common stock(hereinafter referred to as the "Common Shareholders") or registered stock pledgees with respect to shares of common stock (hereinafter referred to as the "Registered Common Stock Pledgees") cash dividends from surplus in an amount as provided below (hereinafter referred to as the "Preferred Dividends"); provided, however, that if all or part of the Preferred Interim Dividends as provided for in the next Article or all or part of the Extraordinary Preferred Dividends as provided for in Article 14 have been paid at the record date	CHAPTER III. PREFERRED STOCK Article 12. (Preferred Dividends) 1. In the case of payment of dividends from surplus as provided for in Article 54, Paragraph 1 hereof, the Company shall pay to the holders of shares of preferred stock (hereinafter referred to as the "Preferred Shareholders") or registered stock pledgees with respect to shares of preferred stock (hereinafter referred to as the "Registered Preferred Stock Pledgees"), in preference to the holders of shares of common stock(hereinafter referred to as the "Common Shareholders") or registered stock pledgees with respect to shares of common stock (hereinafter referred to as the "Registered Common Stock Pledgees") cash dividends from surplus in an amount as provided below (hereinafter referred to as the "Preferred Dividends"); provided, however, that if all or part of the Preferred Interim Dividends as provided for in the next Article or all or part of the Extraordinary Preferred Dividends as provided for in Article 14 have been paid at the record date

1. Management of banks, trust banks, specializedsecurities companies, insurance companies andother companies that are permitted to become, or tobe established as, subsidiaries under the BankingAct; and

2. Any business incidental to the business mentioned in the preceding Item.

1. Management of the group of the bank holdingcompany to which the Company belongs;

2. Any business incidental to the business mentioned in the preceding Item; and

3. In addition to the businesses set forth in the preceding two (2) items, the business that a bank holding company is permitted to engage under the Banking Act.

1. Board of Directors;

2. Corporate Auditors;

3. Board of Corporate Auditors; and

4. Accounting Auditor.

1. Board of Directors;

2. Nominating Committee, Audit Committee, and Compensation Committee;

3. Executive Officers;and

4. Accounting Auditor.

6. Details of amendments

Details of the amendments are as follows:

A comparative table of the current Articles of Incorporation and proposed amendments (The underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed Amendments

belonging to the fiscal year which includes the dividend record date, the amount so paid shall be subtracted from the Preferred Dividends: Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock and each series of Class XIV preferred stock: For each share of each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock and each series of Class XIV preferred stock, the amount to be determined by a resolution of the Board of Directors prior to the issuance, up to one thousand (1,000) yen per annum. Each series of Class X preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each share of each series of Class X preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock, the amount to be determined by a resolution of the Board of Directors prior to the issuance, up to one thousand and five hundred (1,500) yen per annum (Omitted.) (Omitted.) Article 13. (Preferred Interim Dividends) In the case of payment of interim dividends as provided for in Article 56 hereof, the Company shall pay to the Preferred Shareholders or Registered Preferred Stock Pledgees, in preference to the Common Shareholders or Registered Common Stock Pledgees, cash dividends in an amount as provided below (hereinafter referred to as the "Preferred Interim Dividends"); provided, however, that if all or part of the Extraordinary Preferred Dividends provided for in the next Article have been paid prior to the record date for the interim dividend, to the Preferred Shareholders of record as of the record date belonging to the same fiscal year, the amount so paid shall be subtracted from the Preferred Interim Dividends. Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each

belonging to the fiscal year which includes the dividend record date, the amount so paid shall be subtracted from the Preferred Dividends: Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock and each series of Class XIV preferred stock: For each share of each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock and each series of Class XIV preferred stock, the amount to be determined by a resolution of the Board of Directors prior to the issuance, up to one thousand (1,000) yen per annum. Each series of Class X preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each share of each series of Class X preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock, the amount to be determined by a resolution of the Board of Directors prior to the issuance, up to one thousand and five hundred (1,500) yen per annum. (Not changed.) (Not changed.) Article 13. (Preferred Interim Dividends) In the case of payment of interim dividends as provided for in Article 55 hereof, the Company shall pay to the Preferred Shareholders or Registered Preferred Stock Pledgees, in preference to the Common Shareholders or Registered Common Stock Pledgees, cash dividends in an amount as provided below (hereinafter referred to as the "Preferred Interim Dividends"); provided, however, that if all or part of the Extraordinary Preferred Dividends provided for in the next Article have been paid prior to the record date for the interim dividend, to the Preferred Shareholders of record as of the record date belonging to the same fiscal year, the amount so paid shall be subtracted from the Preferred Interim Dividends. Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each

Current Articles of Incorporation

Proposed Amendments

series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each share of each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock, the amount determined under the method prescribed by a resolution of the Board of Directors prior to the issuance, up to one half (1/2) of the amount of the Preferred Dividends. Article 14. (Extraordinary Preferred Dividends) In the case of payments of dividends from surplus as provided for in Article 55, Paragraph 2 hereof, the Company shall pay to the Preferred Shareholders or the Registered Preferred Stock Pledgees, in preference to the Common Shareholders or the Registered Common Stock Pledgees, cash dividends in an amount as provided below (hereinafter referred to as the "Extraordinary Preferred Dividends"); provided, however, that if all or part of the Preferred Interim Dividends or all or part of other Extraordinary Preferred Dividends have been paid prior to the record date for the dividend (hereinafter referred to as the "Record Date for the Extraordinary Dividends"), to the Preferred Shareholders of record as of the record date belonging to the same fiscal year, the amount so paid shall be subtracted from such Extraordinary Preferred Dividends. Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV

series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each share of each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock, the amount determined under the method prescribed by a resolution of the Board of Directors prior to the issuance, up to one half (1/2) of the amount of the Preferred Dividends. Article 14. (Extraordinary Preferred Dividends) In the case of payments of dividends from surplus as provided for in Article 54, Paragraph 2 hereof, the Company shall pay to the Preferred Shareholders or the Registered Preferred Stock Pledgees, in preference to the Common Shareholders or the Registered Common Stock Pledgees, cash dividends in an amount as provided below (hereinafter referred to as the "Extraordinary Preferred Dividends"); provided, however, that if all or part of the Preferred Interim Dividends or all or part of other Extraordinary Preferred Dividends have been paid prior to the record date for the dividend (hereinafter referred to as the "Record Date for the Extraordinary Dividends"), to the Preferred Shareholders of record as of the record date belonging to the same fiscal year, the amount so paid shall be subtracted from such Extraordinary Preferred Dividends. Each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV preferred stock and each series of Class XVI preferred stock: For each series of Class VIII preferred stock, each series of Class IX preferred stock, each series of Class X preferred stock, each series of Class XI preferred stock, each series of Class XII preferred stock, each series of Class XIII preferred stock, each series of Class XIV preferred stock, each series of Class XV