Sumitomo Mitsui Trust : Issuance of Stock-compensation-type Stock Options (Share Acquisition Rights)

To whom it may concern

June 29, 2017

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

Sumitomo Mitsui Trust Holdings, Inc. (Director, President: Tetsuo Ohkubo; hereinafter "SuMi TRUST Holdings") hereby announces that it has resolved at the board of directors' meeting held today to issue stock-compensation-type stock options (share acquisition rights), subject to Article 238, Paragraph 2 and Article 240, Paragraph 1 of the Companies Act, to the directors (excluding members of the Audit Committee and external directors) and executive officers of SuMi TRUST Holdings and the directors (excluding external directors) and executive officers of Sumitomo Mitsui Trust Bank, Limited (hereinafter "SuMi TRUST Bank"), which is a subsidiary of SuMi TRUST Holdings, as follows.

1. Reason for issuing share acquisition rights as stock options

   The purpose of the issuance is to further heighten the enthusiasm and morale of directors (excluding members of the Audit Committee and external directors) and executive officers of SuMi TRUST Holdings and directors (excluding external directors) and executive officers of SuMi TRUST Bank to improve SuMi TRUST Holdings' consolidated performance and share price, and to increase return to shareholders, by sharing both the rewards and risks of share price movement.

2. Allottees of share acquisition rights, the number of allottees, and the number of share acquisition rights to be allotted

   Allottees	Number of allottees	Number of share acquisition rights
   Directors and executive officers of SuMi TRUST Holdings	26	297
   Directors and executive officers of SuMi TRUST Bank	41	316
   Total	67	613

3. Terms and Conditions of share acquisition rights

   The terms and conditions of the share acquisition rights as stock options to be issued will be described in the exhibit.

   End.

   For further information, please contact:

   IR Department, Sumitomo Mitsui Trust Holdings, Inc. Telephone: +81-3-3286-8354

   Facsimile: +81-3-3286-4654

   Terms and Conditions of Issuance of Share Acquisition Rights (Sumitomo Mitsui Trust Holdings, Inc., Seventh series)

4. Type and number of shares that are the subject of share acquisition rights 100 SuMi TRUST Holdings common shares per one share acquisition right.

   [Exhibit]

   Where SuMi TRUST Holdings conducts a share split or consolidation of shares, the number of shares that are the subject of share acquisition rights shall be adjusted using the following formula. However, the adjustment shall be made only for those shares that are the subject of share acquisition rights that are not exercised at the time of the share split or consolidation of shares. Fractions less than one share arising from the adjustment shall be rounded down.

   Number of shares after adjustment

   =

   Number of shares before adjustment

   x

   Split/ consolidation ratio

   Moreover, if SuMi TRUST Holdings conducts a merger, company split, share exchange, or share transfer (collectively, the "Mergers, etc."), or an allotment of shares without contribution, or in any cases where adjustments of the number of shares are required, the number of shares may be adjusted within a reasonable scope by taking into consideration the conditions of the Mergers, etc. or those of the allotment of shares without contribution, or other factors.

5. Total number of share acquisition rights 613 rights.

   The above number of rights is the number of rights planned to be allotted. If the total number of share acquisition rights to be allotted declines, such as where applications for subscription are not made, then the total number of share acquisition rights to be allotted shall be the total number of share acquisition rights to be issued.

6. Amount to be paid in for share acquisition rights

   The amount to be paid in upon allotment of each share acquisition right shall be the amount of (x) the option price per SuMi TRUST Holdings common share calculated by the Black-Scholes Model based on the basic numerical values set forth in 2) to 7) below multiplied by (y) the number of shares that are the subject of the share acquisition right (fractions less than one yen shall be rounded up).

   C  Se qT N d  Xe rT N d   T 

      2 

   

   

   ln S    r  q   T

   d   X   2 

    T

7. Option price per share (C)

8. Share price (S): closing price of July 28, 2017, for the regular exchange of SuMi TRUST Holdings common shares at the Tokyo Stock Exchange (closing price of the immediately preceding day if there is no closing price for the above date)

9. Exercise Price (X): the amount described at (4) below

10. Expected remaining period (T): 1.51 years

11. Share price volatility (σ): share price volatility rate calculated based on the closing price of every last trading day of a week during the past consecutive period

    corresponding to the expected remaining period set forth in 4) above, for the regular exchange of SuMi TRUST Holdings common shares

12. Risk-free interest rate (r): interest rate on Japanese government bonds, of which the remaining years correspond to the expected remaining period set forth in 4) above

13. Dividend yield (q): dividend per share ÷ share price mentioned in 2) above

14. Cumulative distribution function of standard normal distribution (N (·))

    The amount obtained above is the fair price of a share acquisition right; therefore, the issuance does not constitute a favorable issue. Any person who is allotted a share acquisition right shall, instead of paying the amount to be paid-in, offset the payment with his/ her remuneration claim that he/ she has against SuMi TRUST Holdings.

15. Amount of assets to be contributed upon the exercise of share acquisition rights

    The amount of assets to be contributed upon the exercise of share acquisition rights shall be calculated by multiplying (x) the amount to be paid-in upon the exercise of share acquisition rights per share (the "Exercise Price"), which is (1) yen, and (y) the number of shares that are the subject of the share acquisition right.

16. Exercise period of share acquisition rights

    The exercise period shall be from August 31, 2017, to July 27, 2047. If the last day of the exercise period falls on a SuMi TRUST Holdings holiday, the immediately preceding business day shall be the last day.

17. Conditions for exercising share acquisition rights

18. The holder of a share acquisition right may exercise share acquisition rights from the day immediately following the date when that holder of a share acquisition right ceases to hold any position as a director or an executive officer of SuMi TRUST Holdings or SuMi TRUST Bank.

19. When a share acquisition right holder dies, provided that a single statutory heir (the "Transferee of Right") inherits all the share acquisition rights, the Transferee of Right may exercise the share acquisition rights. If the Transferee of Right dies, then the heirs of the Transferee of Right cannot inherit the share acquisition rights.

20. Matters regarding capital stock and capital surplus that are to increase when shares are issued upon the exercise of share acquisition rights

21. The amount of capital stock that is to increase when shares are issued upon the exercise of share acquisition rights shall be the amount equivalent to half of the maximum limit of capital increase that is calculated according to the Ordinance on Accounting of Companies, Article 17, Paragraph 1. If fractions less than one yen arise because of the calculation, then the fractions shall be rounded up.

22. The amount of capital surplus that is to increase when shares are issued upon the exercise of share acquisition rights shall be the amount obtained by deducting (x) the amount of the capital stock to be increased set forth in 1) above from (y) the maximum limit of capital increase mentioned in 1) above.

23. Restriction on transfer of share acquisition rights

    The acquisition of share acquisition rights by transfer shall require approval of the board of directors.

24. Conditions for acquisition of share acquisition rights

25. If a share acquisition right holder no longer satisfies the conditions for exercising share acquisition rights subject to (6) above, SuMi TRUST Holdings may acquire his/ her share acquisition rights without charge.

26. If any of the following occurs to a share acquisition right holder, SuMi TRUST Holdings may, subject to a resolution of its board of directors' meeting, acquire the share acquisition rights of the share acquisition right holder without charge.

27. If a share acquisition right holder materially breaches laws, or SuMi TRUST Holdings or its subsidiaries' internal regulations.

28. If a share acquisition right holder is punished by imprisonment without work or by a punishment that is more severe.

29. If a share acquisition right holder assumes or agrees to assume the office of an officer of, or is employed or agrees to be employed by, any competing companies with SuMi TRUST Holdings or its subsidiaries without SuMi TRUST Holdings' prior approval.

30. If a share acquisition right holder offers to waive all of his/ her share acquisition rights.

31. If a proposal to approve a merger agreement under which SuMi TRUST Holdings will be an extinct company is approved at SuMi TRUST Holdings' shareholders' meeting, or if a proposal to approve a share exchange agreement or a share transfer plan under which SuMi TRUST Holdings will be a wholly-owned subsidiary company is approved at SuMi TRUST Holdings' shareholders' meeting, then SuMi TRUST Holdings may acquire share acquisition rights without charge.

32. Treatment of share acquisition rights if SuMi TRUST Holdings conducts organizational restructuring

    If SuMi TRUST Holdings conducts a merger (limited to where SuMi TRUST Holdings is extinguished in a merger), absorption-type split or incorporation-type split (in each case, limited to where SuMi TRUST Holdings is a splitting company), or share exchange or share transfer (in each case, limited to where SuMi TRUST Holdings becomes a wholly-owned subsidiary company) (collectively, the "Organizational Restructuring"), SuMi TRUST Holdings shall provide share acquisition right holders who held the remaining share acquisition rights (the "Remaining Share Acquisition Rights") at the time immediately preceding the effective date of the Organizational Restructuring (i.e., the date on which an absorption-type merger becomes effective, the date on which a stock company is incorporated through a consolidation-type merger, the date on which an absorption-type split becomes effective, the date on which a stock company is incorporated through an incorporation-type split, the date on which a share exchange becomes effective, or the date on which a wholly-owning parent company is incorporated through a share transfer; hereinafter the same) with share acquisition rights of any of the stock companies listed in the Companies Act, Article 236, Paragraph 1, Item (viii), (i) to (ho) (inclusive) (the "Organizational Restructuring Company") according to the respective Organizational Restructuring. In this case, the Remaining Share Acquisition Rights shall be extinguished, and the Organizational Restructuring Company shall newly issue share acquisition rights; provided that an absorption-type merger agreement, consolidation-type merger agreement, absorption-type split agreement, incorporation-type split plan, share exchange agreement, or share transfer plan states that share acquisition rights of the Organizational Restructuring Company shall be provided according to each of the following:

33. Number of share acquisition rights of the Organizational Restructuring Company to be provided

The number equivalent to the number of the Remaining Share Acquisition Rights held by the respective share acquisition holders.