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Company No. 201001042446 (926374-U)
THE COMPANIES ACT 2016
MALAYSIA
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PUBLIC COMPANY LIMITED BY SHARES
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CONSTITUTION
OF
SUMITOMO MITSUI BANKING CORPORATION
MALAYSIA BERHAD
Company No. 201001042446 (926374-U)
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nd
Incorporated on the 22 day of December, 2010
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Company No. 201001042446 (926374-U)
THE COMPANIES ACT 2016
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PUBLIC COMPANY LIMITED BY SHARES
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CONSTITUTION
OF
SUMITOMO MITSUI BANKING CORPORATION MALAYSIA BERHAD
1. The name of the Company is SUMITOMO MITSUI BANKING Name of
CORPORATION MALAYSIA BERHAD. Company
2. The registered office of the Company will be situated in Malaysia. Registered office
DEFINITIONS AND INTERPRETATION
3. In this Constitution, the words standing in the first column of the Table next Definition and
hereinafter contained shall bear the meanings set opposite to them respectively in Interpretation
the second column thereof, if not inconsistent with the subject or context.
Words Meanings
“The Act” means the Companies Act 2016 and every other Act
for the time being in force concerning companies and
affecting the Company.
“The Board” means the Board of Directors or Directors for the
time being of the Company.
“The Constitution” means the Constitution of the Company as originally
framed or as altered from time to time by Special
Resolution.
“The Directors” means the Directors for the time being of the
Company, and includes any person occupying the
position of director of the Company by whatever
name called and a person in accordance with those
directions or instructions the majority of directors of
the Company are accustomed to act and their
alternate or substitute director.
“The Office” means the Registered Office for the time being of the
Company.
“The Seal” means the common seal of the Company.
“The Secretary” means any person appointed to perform the duties of
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Company No. 201001042446 (926374-U)
the Secretary of the Company including any person
appointed temporarily.
“BNM” means Bank Negara Malaysia, the central bank of
Malaysia, the body corporate established by the
Central Bank of Malaysia Act 2009.
“Business Day” means a day (excluding Saturdays, Sundays and
public holidays) on which banks are open for
business in Kuala Lumpur.
“Chief Executive” means a person, by whatever name called, who,
either individually or jointly with one or more other
persons, is responsible, subject to the authority of the
Directors, for the conduct of the business and the
administration of the Company.
“Court” means the High Court or a judge thereof.
“FSA” means the Financial Services Act 2013 and every
statutory modification and any re-enactment thereof
that may be made from time to time.
“Guidelines on CG” means the Guidelines on Corporate Governance
issued by BNM, as may be amended or supplemented
from time to time.
“Members” means any person/persons for the time being holding
shares in the Company and whose names appear in
the Company’s Register of Members.
“Register” means the Register of Members of the Company.
“Special Resolution” has the meaning assigned thereto by Section 292 of
the Act.
“In writing” or means and includes printed, lithographed,
“written” photographed, or represented or reproduced in any
other mode in a visible form.
Words importing the singular number only shall include the plural number, and
vice versa.
Words importing the masculine gender only shall include the feminine gender.
Words importing persons shall include corporations.
Subject as aforesaid words or expressions contained in this Constitution shall be
interpreted in accordance with the provisions of the Interpretation Acts 1948 and
1967 of Malaysia and of the Act as amended from time to time and any re-
enactment thereof.
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Company No. 201001042446 (926374-U)
OBJECTS
4. The objects for which the Company is established are:- Objects
(1) To carry on the business of a bank whereof the head office or place of To establish
business shall be in Kuala Lumpur, Malaysia with such branches or head office in
Kuala Lumpur,
agencies in any part of the world as may from time to time be Malaysia
determined.
(2) To carry on the business of banking in all its branches and departments, To carry on the
including exchange banking and business; the borrowing, raising or business of
banking in all
taking up money, the lending or advancing money, securities and branches
property; the discounting, buying, selling and dealing in bills of
exchange, promissory notes, coupons, drafts, bills of lading, warrants,
debentures, certificates, scrip and other instruments and securities,
whether transferable or negotiable or not; the granting and issuing letters
of credit travellers and similar cheques and circular notes; the buying,
selling and dealing in bullion and specie; the acquiring, holding, issuing
on commission, underwriting and dealing with stocks, funds, shares,
debentures, debenture stock, bonds, obligations, securities and
investments of all kinds; the negotiating of loans and advances; buy, sell
and deal in foreign exchange, currencies, futures, options, any
derivatives, develop and operate electronic banking programmes,
establish and provide automated services, acting as arrangers, agents,
advisers, underwriters and related corporate finance activities, the
receiving of money and valuables on deposit or for safe custody or
otherwise; the issuance of deposit or other receipts or acknowledgments
either in a negotiable or transferable form or otherwise in respect of
moneys deposited; the collecting and transmitting money and securities;
the carrying on of the business of a capitalist or financier and the
business of a savings bank; the management of property; and the
transaction of all kinds of agency business, and/or any other types of
business commonly or permitted to be transacted by bankers and to do all
things that a bank is permitted to do in Malaysia.
for the purpose of achieving the abovementioned objects, the Company shall have
full capacity and powers to do so unless otherwise provided in this Constitution.
5. The Company shall have the following powers:
(1) To receive moneys, securities and valuable of all kinds on deposit, at To receive
interest or otherwise, or for safe custody, and generally to carry on the moneys, etc on
deposit or for
business of a safe deposit company. safe custody
(2) To contract for public or private loans and to negotiate and issue the To negotiate
same, and to negotiate loans of every description. loans
(3) To act as agents for any government or other authority and for public or To act as agents
private bodies or persons. for public or
private bodies
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