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Case No COMP/M. 6516 - SUMITOMO MITSUI FINANCIAL GROUP/ RBS AVIATION CAPITAL GROUP

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REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 04/05/2012

In electronic form on the EUR-Lex website under document number 32012M6516

Office for Publications of the European Union L-2985 Luxembourg

EUROPEAN COMMISSION

Brussels, 04.05.2012 C(2012) 3119

PUBLIC VERSION

SIMPLIFIED MERGER PROCEDURE

To the notifying party:

Dear Madam(s) and/or Sir(s),

Subject: Case No COMP/M.6516 - SUMITOMO MITSUI FINANCIAL GROUP/ RBS AVIATION CAPITAL GROUP Commission decision pursuant to Article 6(1)(b) of Council Regulation (EC) No 139/2004

1.On 04.04.2012, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation by which the undertaking Sumitomo Mitsui Financial Group, ("SMFG", Japan) acquires within the meaning of Article 3(1)(b) of the Merger Regulation sole control of RBS Aviation Capital Group (''RBS AC"), comprising RBS Aerospace Ltd. (Ireland), RBS Aerospace UK Ltd., (United Kingdom) and RBS Aerospace Leasing Pty Ltd., (Australia), three wholly owned subsidiaries of The Royal Bank of Scotland, by way of purchase of shares.

1OJ L 24, 29.1.2004, p. 1 ("the Merger Regulation"). With effect from 1 December 2009, the Treaty on the Functioning of the European Union ("TFEU") has introduced certain changes, such as the replacement of "Community" by "Union" and "common market" by "internal market". The terminology of the TFEU will be used throughout this decision.

2Publication in the Official Journal of the European Union No C108, 14.4.2012, p. 7.

Commission européenne, 1049 Bruxelles, BELGIQUE / Europese Commissie, 1049 Brussel - BELGIË. Telephone: (32-2) 299 11 11.

The business activities of the undertakings concerned are:

-- for SMFG: corporate, retail and investment banking;

-- for RBS AC: commercial aircraft leasing and related activities.

3.After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraph 5(c) of the Commission Notice on a simplified procedure for treatment of certain concentrations under Council Regulation (EC) No 139/2004.

4.For the reasons set out in the Notice on a simplified procedure, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation.

For the Commission (Signed) Alexander ITALIANER Director General

3OJ C 56, 5.3.2005, p. 32.

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