Bond Sumitomo Mitsui FG Inc. 2.724% ( US86562MBU36 ) in USD

Sumitomo Mitsui FG Inc.

91.772 % ▼

Japan

US86562MBU36 ( in USD )

2.724% per year ( payment 2 times a year)

26/09/2029

Prospectus brochure of the bond Sumitomo Mitsui Financial Group Inc US86562MBU36 en USD 2.724%, maturity 26/09/2029

200 000 USD

500 000 000 USD

86562MBU3

A- ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

27/09/2025 ( In 50 days )

Sumitomo Mitsui Financial Group, Inc. (SMFG) is a major Japanese financial services holding company offering a wide range of banking, securities, and insurance services both domestically and internationally.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MBU36, pays a coupon of 2.724% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/09/2029

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MBU36, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Sumitomo Mitsui FG Inc. ( Japan ) , in USD, with the ISIN code US86562MBU36, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

PROSPECTUS SUPPLEMENT
424B2 1 d804483d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title Of Each Class
Maximum Aggregate
Amount Of
Of Securities To Be Registered

Offering Price

Registration Fee(1)
U.S.$1,000,000,000 2.448% Senior Notes due 2024

$ 1,000,000,000

$ 121,200
U.S.$500,000,000 2.724% Senior Notes due 2029

$ 500,000,000

$ 60,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-228913
PROSPECTUS SUPPLEMENT
(To prospectus dated December 20, 2018)

Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
U.S.$1,000,000,000 2.448% Senior Notes due 2024
U.S.$500,000,000 2.724% Senior Notes due 2029

We will issue an aggregate principal amount of U.S.$1,000,000,000 of senior notes due September 27, 2024, or the 5-year notes, and an aggregate principal amount of
U.S.$500,000,000 of senior notes due September 27, 2029, or the 10-year notes, and together with the 5-year notes, the notes. The 5-year notes and the 10-year notes will bear
interest commencing September 27, 2019, at an annual rate of 2.448% and 2.724%, respectively, payable semiannually in arrears on March 27 and September 27 of each year,
beginning on March 27, 2020.
The notes will not be redeemable prior to maturity, except as set forth under "Description of the Notes--Redemption for Taxation Reasons," and will not be subject to any
sinking fund. The notes will be issued only in registered form in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be admitted
to trading on the Luxembourg Stock Exchange's Euro MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a regulated market for the purposes of Directive
2014/65/EU. This prospectus supplement constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019.
This prospectus supplement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129.
Investing in the notes involves risks. You should carefully consider the risk factors set forth in "Item 3. Key Information--Risk Factors" of our most
recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the "Risk Factors" section beginning on page
S-7 of this prospectus supplement before making any decision to invest in the notes.

Per 5-year
Per 10-year

note

note

Total

Public offering price(1)

100%

100%
U.S.$1,500,000,000
Underwriting commissions(2)

0.35%

0.45%
U.S.$
5,750,000
Proceeds, before expenses, to SMFG(1)

99.65%

99.55%
U.S.$1,494,250,000

(1)
Plus accrued interest from September 27, 2019, if settlement occurs after that date.
(2)
For additional underwriting compensation information, see "Underwriting (Conflicts of Interest)."
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the related prospectus. Any representation to the contrary is a criminal offense.
The notes of each series will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository
Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct
and indirect participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this prospectus supplement or the
accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates.
It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or about
September 27, 2019.
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Joint Lead Managers and Joint Bookrunners

SMBC NIKKO

Goldman Sachs & Co. LLC
BofA Merrill Lynch

Citigroup
Senior Co-Managers

Barclays

J.P. Morgan

Nomura
Co-Managers

Daiwa Capital Markets

HSBC

Natixis
Société Générale Corporate & Investment Banking

Standard Chartered Bank

UniCredit Capital Markets
Prospectus Supplement dated September 24, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-13
Capitalization and Indebtedness
S-14
Selected Financial and Other Information (IFRS)
S-16
Supplemental Financial and Other Information (Japanese GAAP)
S-18
Description of the Notes
S-25
Taxation
S-28
Benefit Plan Investor Considerations
S-36
Underwriting (Conflicts of Interest)
S-38
Listing and General Information
S-45
Legal Matters
S-46
Incorporation By Reference
S-47
Prospectus

Page
About This Prospectus

1
Cautionary Statement Regarding Forward-Looking Statements

2
Risk Factors

3
Sumitomo Mitsui Financial Group, Inc.

3
Capitalization and Indebtedness

4
Use of Proceeds

5
Description of the Debt Securities

6
Taxation

22
Benefit Plan Investor Considerations

22
Plan of Distribution (Conflicts of Interest)

24
Market-Making Activities

25
Experts

27
Legal Matters

27
Enforcement of Civil Liabilities

27
Where You Can Find More Information

27

S-ii
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The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, or the FIEA, and are subject to the
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Act on Special Measures Concerning Taxation of Japan, or the Special Taxation Measures Act. The notes may not be offered or sold in Japan, to any
person resident in Japan, or to others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, for Japanese securities law
purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. In addition, the notes are
not, as part of the distribution by the underwriters under the applicable underwriting agreement at any time, to be directly or indirectly offered or sold to, or
for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese
corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the
issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act, or a specially-related person of the issuer or (ii) a
Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation Measures Act, except as specifically permitted under the
Special Taxation Measures Act.
Interest payments on the notes will be subject to Japanese withholding tax unless it is established that the notes are held by or for the account of a
beneficial owner that is (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of
Japan or a non-Japanese corporation that in either case is a specially-related person of the issuer, (ii) a Japanese financial institution designated in Article 6,
Paragraph (9) of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public
corporation, financial institution or financial instruments business operator described in Article 3-3, Paragraph (6) of the Special Taxation Measures Act
which complies with the requirement for tax exemption under that paragraph.
Interest payments on the notes to an individual resident of Japan, to a Japanese corporation (except as described in the preceding paragraph), or to an
individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the issuer will be subject to deduction in
respect of Japanese income tax at a rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.
Representation by Investor upon Distribution
By subscribing to any notes, an investor will be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes, neither
an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a
person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act or (ii) a
Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation Measures Act.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European Economic Area, or the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, or MiFID
II; or (ii) a customer within the meaning of Directive (EU) 2016/97, or the Insurance Distribution Directive, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014, as amended, or the PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.

S-iii
Table of Contents
NOTIFICATION UNDER SECTION 309B OF THE SFA--In connection with Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore, or the SFA, and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore, or the CMP Regulations 2018, we have
determined, and hereby notify all relevant persons (as defined in Section 309(A)(1) of the SFA), that the notes are "prescribed capital markets products" (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and
also adds to, updates and changes information contained in the prospectus dated December 20, 2018 and filed with the SEC on the same date, and the
documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the
"accompanying prospectus." The accompanying prospectus contains a description of the senior and subordinated debt securities and gives more general
information, some of which may not apply to the notes. If the description of the notes in this prospectus supplement differs from the description in the
accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any information other than that contained in or
incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us
or to which we have referred you. "Incorporated by reference" means that we can disclose important information to you by referring you to another
document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any
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other person may give you. We are not making, nor are the underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing
prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is
accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those
respective dates.
Copies of the documents incorporated by reference in this prospectus supplement as of the date of this prospectus supplement will be available free of
charge at the offices of the trustee and on the website of the Luxembourg Stock Exchange (www.bourse.lu). This prospectus supplement may only be used
for the purposes for which it has been published.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain in a number of places
forward-looking statements regarding our intent, belief or current expectations of our management with respect to the future results of operations and
financial condition of us, SMBC and our respective group companies, including without limitation future loan loss provisions and financial support to
borrowers. In many cases but not all, the words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "probability," "project," "risk,"
"seek," "should," "target," "will" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. You
can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements, which include statements
contained in "Item 3. Key Information--Risk Factors," "Item 5. Operating and Financial Review and Prospects" and "Item 11. Quantitative and Qualitative
Disclosures about Credit, Market and Other

S-iv
Table of Contents
Risk" of our annual report on Form 20-F for the fiscal year ended March 31, 2019, reflect our current views with respect to future events and are subject to
risks, uncertainties and assumptions, including the risk factors described in this prospectus supplement. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described here as anticipated, believed,
estimated, expected or intended.
We have identified some of the risks inherent in forward-looking statements in "Item 3. Key Information-- Risk Factors" of our most recent annual
report on Form 20-F and in the "Risk Factors" section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of
forward-looking statements in this prospectus supplement, and you should not consider these to be a complete set of all potential risks or uncertainties.
The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the dates on which such
statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained
herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual basis in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS, while our financial statements for reporting in our
jurisdiction of incorporation and Japanese bank regulatory purposes are prepared on an annual and quarterly basis in accordance with accounting principles
generally accepted in Japan, or Japanese GAAP.
Financial information for us contained or incorporated by reference herein is presented in accordance with IFRS or Japanese GAAP, as specified
herein or in the relevant document being incorporated by reference. Financial information for SMBC contained or incorporated by reference herein is
presented in accordance with Japanese GAAP. See "Incorporation by Reference" for a list of documents being incorporated by reference herein.
IFRS and Japanese GAAP differ in certain respects from each other and from generally accepted accounting principles in the United States, or U.S.
GAAP, and in other countries. For a description of certain differences between IFRS and Japanese GAAP, see "Item 5.A. Operating Results--
Reconciliation with Japanese GAAP" in our most recent annual report on Form 20-F filed with the SEC. You should consult your own professional
advisers for a more complete understanding of the differences between IFRS, Japanese GAAP, U.S. GAAP and the generally accepted accounting
principles of other countries and how those differences might affect the financial information contained or incorporated by reference in this prospectus
supplement or the accompanying prospectus.
In this prospectus supplement, where IFRS financial information is presented in millions, billions or trillions of yen or thousands, millions or billions
of dollars, amounts of less than one thousand, one million, one billion or one trillion, as the case may be, have been rounded. Where Japanese GAAP
financial information is presented in millions of yen or thousands or millions of dollars, amounts of less than one thousand or one million, as the case may
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be, have been truncated. Where Japanese GAAP financial information is presented in billions or trillions of yen or billions of dollars, amounts of less than
one billion or one trillion, as the case may be, have been rounded, except for information of SMBC Nikko Securities Inc., or SMBC Nikko Securities, the
amounts of which have been truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual items. All
percentages have been rounded to the nearest percent, one-tenth of one percent or one-hundredth of one percent, as the case may be, except for capital
ratios, which have been truncated.

S-v
Table of Contents
Unless otherwise specified or required by the context: references to "days" are to calendar days; references to "years" are to calendar years and to
"fiscal years" are to our fiscal years ending on March 31; references to "$," "U.S.$," "dollars" and "U.S. dollars" are to United States dollars, references to
"yen" and "¥" are to Japanese yen and references to "" are to the euro, the currency of those member states of the European Union that are participating in
the European Economic and Monetary Union pursuant to the Treaty on European Union. Unless otherwise specified, when converting currencies into yen
we use Sumitomo Mitsui Banking Corporation's median exchange rates for buying and selling spot dollars, or other currencies, by telegraphic transfer
against yen as determined at the end of the relevant fiscal period. Unless the context otherwise requires, "SMFG," the "issuer," "we," "us," "our," and
similar terms refer to Sumitomo Mitsui Financial Group, Inc. as well as to its subsidiaries. "SMBC" refers to Sumitomo Mitsui Banking Corporation,
which is one of our commercial banking subsidiaries, or to Sumitomo Mitsui Banking Corporation and its subsidiaries, taken as a whole, as the context
requires. References to "non-consolidated" information are to the financial information solely of SMBC. References to the "SMBC Group" are to us and
our subsidiaries and affiliates taken as a whole.
In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

S-vi
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus supplement and
the accompanying prospectus. You should read carefully the entire prospectus supplement, the accompanying prospectus and the documents
incorporated by reference before making an investment decision.
Our Company
We are a joint stock company incorporated in December 2002 with limited liability under the laws of Japan. We are a holding company that
directly owns 100% of the issued and outstanding shares of SMBC, which is one of the largest commercial banks in Japan and can trace the origin of
its banking business back to the seventeenth century. We are one of the three largest banking groups in Japan, with an established presence across all
of the consumer and corporate banking sectors. In addition to SMBC, we are a holding company for SMBC Trust Bank Ltd., or SMBC Trust Bank,
Sumitomo Mitsui Finance and Leasing Company, Limited, or SMFL, SMBC Nikko Securities, Sumitomo Mitsui Card Company, Limited, or
Sumitomo Mitsui Card, Cedyna Financial Corporation, or Cedyna, SMBC Consumer Finance Co., Ltd., or SMBC Consumer Finance, The Japan
Research Institute, Limited, or The Japan Research Institute, Sumitomo Mitsui DS Asset Management Company, Limited, or SMDAM, and other
subsidiaries and affiliates. Through our subsidiaries and affiliates, we offer a diverse range of financial services, including commercial banking,
leasing, securities, consumer finance and other services.
SMBC is one of the world's largest commercial banks on the basis of total assets and provides an extensive range of corporate and consumer
banking services in Japan and wholesale banking services overseas. In Japan, it has solid franchises in both corporate and consumer banking. SMBC
has long-standing and close business relationships with many companies listed on the First Section of the Tokyo Stock Exchange and long historical
relationships with Sumitomo Group and Mitsui Group companies.
We continue promoting business collaborations among SMBC Group companies, including SMBC, SMBC Trust Bank, SMFL, SMBC Nikko
Securities, The Japan Research Institute and SMDAM in the corporate solutions business and SMBC, SMBC Trust Bank, SMBC Nikko Securities,
Sumitomo Mitsui Card, Cedyna, SMBC Consumer Finance and SMDAM in providing financial consulting services to individuals.
Our registered head office is located at 1-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan. Our main telephone number is +81-3-
3282-8111, and our corporate website is https://www.smfg.co.jp. Information appearing on our website is not incorporated by reference into this
prospectus supplement.
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S-1
Table of Contents
The Offering
U.S.$1,000,000,000 2.448% Senior Notes due 2024

Securities Offered
$1,000,000,000 aggregate principal amount of 2.448% senior notes due September 27, 2024.

Offering Price
100% of the principal amount plus accrued interest from September 27, 2019, if settlement
occurs after that date.

Maturity
The 5-year notes will mature on September 27, 2024.

Payment of Principal and Interest for the 5-year Notes
Interest on the 5-year notes will accrue at the rate of 2.448% per annum from September 27,
2019.

We will pay interest on the 5-year notes semiannually in arrears on March 27 and September
27 of each year, beginning on March 27, 2020, to the persons in whose names the 5-year
notes are registered as of the close of business on the fifteenth day before the due date for

payment (whether or not a business day). Interest on the 5-year notes will be paid to but
excluding the relevant interest payment date. We will compute interest on the 5-year notes on
the basis of a 360-day year consisting of twelve 30-day months.

If any payment is due on the 5-year notes on a day that is not a business day, we will make
payment on the date that is the next succeeding business day. Payments postponed to the next
succeeding business day in this situation will be treated as if they were made on the original

due date. Postponement of this kind will not result in a default under the notes, and no
interest will accrue on the postponed amount from the original due date to the next
succeeding business day.

We will pay 100% of the principal amount of the 5-year notes at the maturity date.

See "Description of the Notes--Principal, Maturity and Interest for the Fixed Rate Notes."

Security Numbers
The security numbers for the 5-year notes are:

CUSIP No.:

86562M BT6
ISIN:

US86562MBT62
Common Code:

205519092

Other Terms
For more information on the terms of the 5-year notes, see "--General Terms of the Notes"
and "Description of the Notes" in this prospectus supplement and "Description of the Debt
Securities" in the accompanying prospectus.

S-2
Table of Contents
U.S.$500,000,000 2.724% Senior Notes due 2029

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Securities Offered
$500,000,000 aggregate principal amount of 2.724% senior notes due September 27, 2029.

Offering Price
100% of the principal amount plus accrued interest from September 27, 2019, if settlement
occurs after that date.

Maturity
The 10-year notes will mature on September 27, 2029.

Payment of Principal and Interest for the 10-year Notes Interest on the 10-year notes will accrue at the rate of 2.724% per annum from September
27, 2019.

We will pay interest on the 10-year notes semiannually in arrears on March 27 and
September 27 of each year, beginning on March 27, 2020, to the persons in whose names the
10-year notes are registered as of the close of business on the fifteenth day before the due

date for payment (whether or not a business day). Interest on the 10-year notes will be paid
to but excluding the relevant interest payment date. We will compute interest on the 10-year
notes on the basis of a 360-day year consisting of twelve 30-day months.

If any payment is due on the 10-year notes on a day that is not a business day, we will make
payment on the date that is the next succeeding business day. Payments postponed to the next
succeeding business day in this situation will be treated as if they were made on the original

due date. Postponement of this kind will not result in a default under the notes, and no
interest will accrue on the postponed amount from the original due date to the next
succeeding business day.

We will pay 100% of the principal amount of the 10-year notes at the maturity date.

See "Description of the Notes--Principal, Maturity and Interest for the Fixed Rate Notes."

Security Numbers
The security numbers for the 10-year notes are:

CUSIP No.:

86562M BU3
ISIN:

US86562MBU36
Common Code:

205519106

Other Terms
For more information on the terms of the 10-year notes, see "--General Terms of the Notes"
and "Description of the Notes" in this prospectus supplement and "Description of the Debt
Securities" in the accompanying prospectus.

S-3
Table of Contents
General Terms of the Notes

Issuer
Sumitomo Mitsui Financial Group, Inc.

Securities Offered
We will offer the notes set forth in the applicable pricing term sheet and on the cover page of
this prospectus supplement in accordance with the terms set forth in the applicable pricing
term sheet and in this prospectus supplement and the accompanying prospectus.

The notes will be issued in fully registered form, without coupons, in denominations of

$200,000 in principal amount and integral multiples of $1,000 in excess thereof.

Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated general
obligations and will at all times rank pari passu without any preference among themselves
and with all our other unsecured obligations, other than our subordinated obligations and
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except for statutorily preferred obligations. See "Description of the Notes--General."

Redemption for Taxation Reasons
The notes of each series may be redeemed at our option, in whole, but not in part, at any
time, subject to prior confirmation of the Financial Services Agency of Japan, or the FSA (if
such confirmation is required under applicable Japanese laws or regulations then in effect),
on giving not less than thirty (30) nor more than sixty (60) days' notice of redemption to the
holders (which notice shall be irrevocable and shall conform to all requirements with respect
to such notice as set forth in the Indenture (as defined in "Description of the Notes--
General")) at a redemption price equal to 100% of the principal amount of the relevant notes
together with accrued and unpaid interest to (but excluding) the date fixed for redemption
and any additional amounts thereon, if we have been or will become obliged to pay
additional amounts as described in "Description of the Debt Securities--Taxation and
Additional Amounts" in the accompanying prospectus as a result of any change in, or
amendment to, the laws or regulations of Japan or any political subdivision or any authority
thereof or therein having power to tax, or any change in application or official interpretation
of such laws or regulations, which change or amendment becomes effective on or after the
original issuance date of the notes of the relevant series and such obligation cannot be
avoided by the taking of reasonable measures available to us; provided, that no such notice of
redemption shall be given sooner than ninety (90) days prior to the earliest date on which we
would be obliged to pay such additional amounts were a payment then due in respect of the
relevant notes. See "Description of the Notes--Redemption for Taxation Reasons."

S-4
Table of Contents
Events of Default and Remedies
The following will be events of default with respect to the notes of a series:

· Default shall be made for more than 30 days in the payment of principal and premium, if

any, or interest in respect of any of the notes of such series;

· We shall have defaulted in the performance or observance of any covenant, condition or
provision contained in the notes of such series or in the Indenture in respect of the notes of

such series for a period of 90 days after written notification requesting such default to be
remedied by us shall first have been given to us by the trustee or holders of at least 25% in
principal amount of the then outstanding notes of such series; or

· Certain events of bankruptcy, insolvency, reorganization or liquidation under bankruptcy,
civil rehabilitation, reorganization or insolvency law of Japan shall have occurred with

respect to us or an effective resolution shall have been passed by us for our winding up or
dissolution.

See "Description of the Notes--Events of Default and Remedies."

Each holder and the trustee acknowledge, consent and agree (a) for a period of 30 days from
and including the date upon which the Prime Minister of Japan, or the Prime Minister,
confirms that any of the measures set forth in Article 126-2, Paragraph 1, Item 2 of the
Deposit Insurance Act of Japan, or the Deposit Insurance Act (or any successor provision
thereto), or Specified Item 2 Measures (tokutei dai nigo sochi), should be applied to us, not
to initiate any action to attach any assets, the attachment of which has been prohibited by
designation of the Prime Minister pursuant to Article 126-16 of the Deposit Insurance Act
(or any successor provision thereto) and (b) to any transfer of our assets (including shares of

our subsidiaries) or liabilities, or any portions thereof, with permission of a Japanese court in
accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision
thereto), including any such transfer made pursuant to the authority of the Deposit Insurance
Corporation of Japan, or the DIC, to represent and manage and dispose of our assets under
Article 126-5 of the Deposit Insurance Act (or any successor provision thereto), and that any
such transfer shall not constitute a sale or disposal of our properties or assets for the purpose
of the restrictions described in "Description of the Debt Securities--Consolidation, Merger,
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PROSPECTUS SUPPLEMENT
Sale or Conveyance" in the accompanying prospectus.

Listing
We have made an application to the Luxembourg Stock Exchange to list the notes on the
official list of the Luxembourg Stock Exchange and for such notes to be admitted to trading
on the Luxembourg Stock Exchange's Euro MTF Market.

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Global Security
The notes of each series will be initially represented by one or more global certificates in
definitive, fully registered form without interest coupons, or global securities. The global
securities will be deposited upon issuance with the custodian for DTC and registered in the
name of DTC or its nominee. Beneficial interests in the global securities may be held only
through DTC (or any successor clearing system that holds global securities) and its
participants, including Euroclear and Clearstream.
Beneficial interests in the global securities will be shown on, and transfers thereof will be
effected only through, records maintained by the depositaries and their participants. The sole
holder of the notes represented by a global security will at all times be DTC or its nominee
(or a successor of DTC or its nominee), and voting and other consensual rights of holders of
each series of the notes will be exercisable by beneficial owners of the notes only indirectly
through the rules and procedures of the depositaries from time to time in effect. Beneficial
interests in the global securities may not be exchanged for definitive notes except in the
limited circumstances described under "Description of the Debt Securities--Form, Book-
entry and Transfer" in the accompanying prospectus.

Use of Proceeds
We intend to use the net proceeds of this offering to extend unsecured loans, intended to
qualify as internal TLAC, to SMBC. SMBC intends to use the proceeds of the loans for
general corporate purposes.

Trustee, Paying Agent, Transfer Agent and Registrar
The Bank of New York Mellon will act as the trustee, paying agent, transfer agent and
registrar for each series of the notes.

Conflicts of Interest
SMBC Nikko Securities America, Inc. is an affiliate of ours and, as a result, has a "conflict
of interest" under Rule 5121 of the Financial Industry Regulatory Authority, Inc. (FINRA), or
Rule 5121. Consequently, this offering is being conducted in compliance with the provisions
of Rule 5121. Because this offering is of notes that are rated investment grade, pursuant to
Rule 5121, the appointment of a "qualified independent underwriter" is not necessary. See
"Underwriting (Conflicts of Interest)."

Regulatory Treatment
The notes are intended to qualify as external TLAC instruments under the TLAC regulations
in Japan, which came into effect on March 31, 2019.

Legal Entity Identifier
35380028MYWPB6AUO129.

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RISK FACTORS
Investing in the notes involves risks. You should consider carefully the risks relating to the notes described below, as well as the other information
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PROSPECTUS SUPPLEMENT
presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the
notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of
the notes offered could decline, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in
the notes. Prospective investors should consult their own financial and legal advisers about risks associated with investment in a particular series of notes
and the suitability of investing in the notes in light of their particular circumstances.
This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described
below, elsewhere in this prospectus supplement and in "Item 3. Key Information--Risk Factors" of our annual report on Form 20-F for the fiscal year
ended March 31, 2019.
Risks Related to the Notes
The notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Sumitomo Mitsui Banking
Corporation.
As a holding company, our assets consist primarily of equity in and loans to our subsidiaries, in particular SMBC, and our ability to make payments
on the notes depends on our receipt of dividends, loan payments and other funds from such subsidiaries. If SMBC Group subsidiaries' financial conditions
materially deteriorate, or under certain other conditions, we may not be able to receive such funds from our subsidiaries due to legal restrictions, including
under the Banking Act of Japan, or the Banking Act, the Companies Act of Japan, or the Companies Act, and the Deposit Insurance Act or as a result of
contractual obligations, including loss absorption requirements, applicable to such subsidiaries. Claims of holders of the notes will be structurally
subordinated to claims of creditors of our subsidiaries. In addition, our right to participate in any distribution of assets of any subsidiary (and thus the
ability of holders of the notes to benefit as our creditors from such distribution) in bankruptcy, corporate reorganization, civil rehabilitation, liquidation or
similar proceedings will be junior to creditors of that subsidiary, except to the extent that we may be recognized as a creditor of those subsidiaries in such
proceedings. Claims of creditors of our subsidiaries include substantial amounts of long-term debt, deposit liabilities of SMBC and other banking
subsidiaries, short-term borrowings, obligations under derivative transactions, trade payables and lease obligations. As a result, holders of the notes may
receive less than full payment in the event of our bankruptcy, corporate reorganization, civil rehabilitation, liquidation or similar proceeding, even though
the claims of creditors of our subsidiaries may be satisfied in full.
The notes will be subject to loss absorption if we become subject to orderly resolution measures under the Deposit Insurance Act and Japanese
insolvency laws. As a result, the value of the notes could be materially adversely affected, and holders of the notes may lose all or a portion of their
investment.
In November 2015, the Financial Stability Board, or the FSB, published its final Total Loss-Absorbing Capacity standards, or the TLAC standards.
The final TLAC standards define certain minimum requirements for instruments and liabilities so that if a global systemically important bank, or G-SIB,
fails, it will have sufficient loss absorbing and recapitalization capacity available in resolution. For more information regarding the FSB's final TLAC
standards, see "Item 4. Information on the Company--4.B. Business Overview--Regulations in Japan--Regulations Regarding Capital Adequacy and
Liquidity--Capital Adequacy Requirement" in our annual report on Form 20-F for the fiscal year ended March 31, 2019, which is incorporated by
reference herein.
In March 2019, the FSA published its public ministerial announcements, regulatory guidelines and related documents for the implementation of the
TLAC standards in Japan, which we refer to herein as the Japanese

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TLAC Standards. The Japanese TLAC Standards apply to Covered SIBs, which includes (i) Japanese G-SIBs, such as us, which are designated as G-SIBs
by the FSA in accordance with the designation by the FSB, and (ii) any domestic systemically important bank in Japan, or Japanese D-SIB, that has been
deemed to be in particular need for a cross-border resolution arrangement and as having particular systemic significance to the Japanese financial system if
it fails. The Japanese TLAC Standards have applied to Japanese G-SIBs from March 31, 2019.
Under the FSB's TLAC standards and the Japanese TLAC Standards, entities designated by the FSA as entities that would enter into domestic
resolution proceedings for Japanese G-SIBs, or the Domestic Resolution Entities, are required:

· to meet certain minimum external TLAC requirements (being at least 16% of their risk-weighted assets starting from March 31, 2019

and at least 18% of their risk-weighted assets starting from March 31, 2022 as well as at least 6% of their Basel III leverage ratio
denominator starting from March 31, 2019 and at least 6.75% starting from March 31, 2022); and

· to cause any material subsidiaries or material sub-groups in Japan designated as systemically important by the FSA, or any foreign

subsidiaries that are subject to TLAC or similar requirements by the relevant foreign authorities, to maintain a certain level of capital
and debt that is recognized as having loss-absorbing and recapitalization capacity, or internal TLAC.
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