Obbligazione Sumitomo Mitsui Financial Group 0.934% ( XS1694219780 ) in EUR

Emittente Sumitomo Mitsui Financial Group
Prezzo di mercato 99.49 EUR  ▼ 
Paese  Giappone
Codice isin  XS1694219780 ( in EUR )
Tasso d'interesse 0.934% per anno ( pagato 1 volta l'anno)
Scadenza 10/10/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Sumitomo Mitsui FG XS1694219780 in EUR 0.934%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Sumitomo Mitsui Financial Group (SMFG) è uno dei maggiori gruppi finanziari del Giappone, attivo nel settore bancario, assicurativo e di gestione patrimoniale.

The Obbligazione issued by Sumitomo Mitsui Financial Group ( Japan ) , in EUR, with the ISIN code XS1694219780, pays a coupon of 0.934% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 10/10/2024









SUMITOMO MITSUI FINANCIAL GROUP, INC.
(incorporated with limited liability in Japan)
and
SUMITOMO MITSUI BANKING CORPORATION
(incorporated with limited liability in Japan)
and
SMBC CAPITAL MARKETS, INC.
(Incorporated under the laws of the State of Delaware)
Unconditionally and irrevocably guaranteed (in the case of Notes issued by SMBC Capital Markets, Inc.) by
SUMITOMO MITSUI BANKING CORPORATION

¥3,000,000,000,000 Euro Medium Term Note Programme
This Base Prospectus supersedes the Base Prospectus dated 25 August 2016 prepared in connection with the Programme (as defined below). Under the
Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Sumitomo Mitsui Financial Group, Inc. ("SMFG"), Sumitomo
Mitsui Banking Corporation ("SMBC" or, in its capacity as guarantor for Notes issued by SMBCCM, the "Guarantor") and SMBC Capital Markets, Inc.
("SMBCCM") (SMFG, SMBC and SMBCCM each, in relation to Notes issued by it, being referred to herein as an "Issuer" and together, the "Issuers"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue euro medium term notes ("Notes"). Notes issued by
SMFG ("SMFG Notes") may be issued on a senior or subordinated basis and will have a minimum maturity of one year from the date of original issue.
Notes issued by SMBC ("SMBC Notes") and by SMBCCM ("SMBCCM Notes") will be issued on a senior basis and will have a maturity from between
seven days and 30 years from the date of original issue. Notes issued by SMBCCM will be guaranteed as to payment of principal and interest by the
Guarantor, as more fully described herein. The aggregate nominal amount of Notes outstanding will not at any time exceed ¥3,000,000,000,000 (or the
equivalent in other currencies calculated as provided herein). The Issuers may increase or decrease such amount from time to time.
Subordinated Notes issued by SMFG will be subject to non-viability loss absorption provisions pursuant to which, if a Non-Viability Event (as defined
herein) occurs, the full principal amount of the Subordinated Notes will be permanently written down to zero and be cancelled, and the holder of the
Subordinated Notes will be deemed to have irrevocably waived their right to claim or receive any payment of principal of or interest on the Subordinated
Notes (including additional amounts with respect thereto, if any), except for any payments of principal or interest (including additional amounts with respect
thereto, if any) that have become due and payable prior to the occurrence of the Non-Viability Event, as described further under "Terms and Conditions of
the SMFG Notes--Condition 10 (Write-Down upon a Non-Viability Event)".
The Notes will be issued to one or more of the Dealers specified below and any additional Dealer appointed under the Programme from time to time, which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers").
Application has been made to list the Notes on the Luxembourg Stock Exchange and for such Notes to be admitted to trading on the Euro MTF Market (the
"Market"). References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading
on the Market. In relation to Notes listed on the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof.
However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined herein) will specify whether such Notes will be
listed on the Luxembourg Stock Exchange (or any other stock exchange).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or any person acting on behalf of
any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the
Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person) acting on behalf of any
Stabilising Manager(s) in accordance with all applicable laws and rules.
The Programme has been rated by Moody's Japan K.K., by S&P Global Ratings Japan Inc. and by Japan Credit Rating Agency, Ltd. Tranches of Notes (as
defined in "Summary of the Programme") issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not
necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency. There can be no assurance that the ratings of the Programme will
remain for any given period of time or that the ratings will not be lowered or withdrawn entirely if, in the judgement of such agency, circumstances in the
future so warrant. A revision, suspension or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. See "Summary
of the Programme".
This Base Prospectus may only be used for the purposes for which it has been published.
Arranger
SMBC Nikko
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Nomura
SMBC Nikko
UBS Investment Bank


Base Prospectus dated 31 August 2017





SMFG having made all reasonable enquiries confirms that this Base Prospectus contains all information
with respect to itself and its subsidiaries and affiliates and the Notes that is material in the context of the issue
and offering of the Notes, the statements contained in this Base Prospectus are in every material particular true
and accurate and not misleading, the opinions and intentions expressed in this Base Prospectus are honestly
held, have been reached after considering all relevant circumstances and are based on reasonable assumptions,
there are no other facts in relation to it and its subsidiaries and affiliates or the Notes the omission of which
would, in the context of the issue and offering of the Notes, make any statement in this Base Prospectus
misleading in any material respect and all reasonable enquiries have been made by it to ascertain such facts and
to verify the accuracy of all such information and statements.
SMBC having made all reasonable enquiries confirms that this Base Prospectus contains all information
with respect to itself and its subsidiaries and affiliates and the Notes that is material in the context of the issue
and offering of the Notes, the statements contained in this Base Prospectus are in every material particular true
and accurate and not misleading, the opinions and intentions expressed in this Base Prospectus are honestly
held, have been reached after considering all relevant circumstances and are based on reasonable assumptions,
there are no other facts in relation to it and its subsidiaries and affiliates or the Notes the omission of which
would, in the context of the issue and offering of the Notes, make any statement in this Base Prospectus
misleading in any material respect and all reasonable enquiries have been made by it to ascertain such facts and
to verify the accuracy of all such information and statements.
SMBCCM having made all reasonable enquiries confirms that this Base Prospectus contains all
information with respect to itself and its subsidiaries and Notes to be issued by it that is material in the context
of the issue and offering of such Notes, the statements contained in this Base Prospectus relating to it and its
subsidiaries are in every material particular true and accurate and not misleading, the opinions and intentions
expressed in this Base Prospectus with regard to it and its subsidiaries are honestly held, have been reached
after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts
in relation to it, its subsidiaries or such Notes the omission of which would, in the context of the issue and
offering of such Notes, make any statement in this Base Prospectus misleading in any material respect and all
reasonable enquiries have been made by it to ascertain such facts and to verify the accuracy of all such
information and statements.
Notes issued in bearer form pursuant to the Programme will initially be represented by a temporary
Global Note or a permanent Global Note. If the Global Notes are stated in the applicable Final Terms to be
issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the issue date to a
common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream, Luxembourg"). Notes issued in registered form pursuant to the Programme will
be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form will be
represented by registered Global Certificates. If a Global Certificate is to be held under the New Safekeeping
Structure (the "NSS"), the Global Certificate will be delivered on or prior to the issue date to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form
("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS may be
deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer in that Relevant Member State of Notes which are the subject of
an offering contemplated in this Base Prospectus as completed by final terms in relation to the offer of those
Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither Issuer nor any Dealer have

2



authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Base Prospectus does not constitute a prospectus for the purposes of the Prospectus Directive.
In connection with the issue and offering of the Notes, no person has been authorised to give any
information or to make any representation other than those contained in this Base Prospectus and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantor or any of the Dealers or the Arranger specified above and any additional Arranger appointed under
the Programme from time to time (each an "Arranger" and together the "Arrangers"). Neither the delivery of
this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that the information herein is correct as of any time subsequent to its date. The Dealers expressly
do not undertake to review the financial condition or affairs of the Issuers or the Guarantor during the life of
the Programme.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be made by the Arranger
or a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Notes.
The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or
otherwise (save as referred to above) which it might otherwise have in respect of this Base Prospectus or any
such statement.
Neither this Base Prospectus nor any other information supplied in connection with the Programme (i)
is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of this Base Prospectus,
or any other information supplied in connection with the Programme, should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuers and/or the Guarantor.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come are required by the Issuers,
the Guarantor, the Dealers and the Arrangers to inform themselves about, and observe, any such restrictions
(see "Plan of Distribution"). Furthermore, this Base Prospectus does not constitute, and may not be used for the
purposes of an offer, invitation or solicitation by anyone in any jurisdiction or in any circumstances in which
such offer, invitation or solicitation is not authorised or to any person to whom it is unlawful to make such offer
or solicitation.
The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of
1933, as amended, (the "Securities Act") and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons. For a description of restrictions in certain other
jurisdictions, including the United States, Japan, the EEA, the United Kingdom and the Netherlands, on offers
and sales of Notes and on distribution of this Base Prospectus, see "Plan of Distribution".
Notes issued by SMFG and SMBC have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan and are subject to the Special Taxation Measures Act of Japan. Such
Notes may not be offered or sold in Japan or to the residents of Japan or to others for re-offering or re-sale,
directly or indirectly in Japan, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the Financial Instruments and Exchange Act of Japan and any other applicable
laws, regulations and ministerial guidelines of Japan (See "Plan of Distribution"). Interest payments on such
Notes issued by SMFG or SMBC generally will be subject to Japanese withholding tax unless the holder
establishes that such Notes are held by or for the account of a holder that is (i) for Japanese tax purposes, neither
(x) an individual resident of Japan or a Japanese corporation nor (y) an individual non-resident of Japan or a
non-Japanese corporation that is a person having a special relationship with SMFG or SMBC, as the case may
be, as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (as detailed below), (ii) a
Japanese designated financial institution described in Article 6, Paragraph 9 of the Special Taxation Measures
Act of Japan which complies with the requirement for tax exemption under that Paragraph, or (iii) a Japanese

3



corporation, a Japanese financial institution or a Japanese financial instruments business operator, etc.
designated by Article 3-3, Paragraph 6 of the Special Taxation Measures Act which has complied with the
Japanese tax exemption requirements under the said paragraph 6, receiving the interest payment through its
payment handling agent in Japan as provided in the Article 3-3, Paragraph 1 of the Special Taxation Measures
Act. (See "Taxation ­ Japan").
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Notes are not intended, from 1
January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be
offered, sold or otherwise made available to any retail investor in 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, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC (the "Prospectus Directive"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been or will be 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.
Each purchaser of Notes issued by SMFG or SMBC in the initial distribution of such Notes is deemed
to represent that it is, for Japanese tax purposes, a Gross Recipient (as defined in "Plan of Distribution").
In this Base Prospectus, references to "U.S. dollars", "U.S.$" and "$" are to United States dollars, to
"euro" or "Euro" are to the currency of those member states of the European Union which are participating in
European Economic and Monetary Union pursuant to the Treaty on European Union, to "Yen" and "¥" are to
Japanese yen and to "Sterling", "Pounds" and "£" are to pounds sterling.

4



TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 6
SUMMARY OF THE PROGRAMME .............................................................................................................. 8
RISK FACTORS ...............................................................................................................................................16
TERMS AND CONDITIONS OF THE SMFG NOTES...................................................................................26
TERMS AND CONDITIONS OF THE SMBC AND SMBCCM NOTES .......................................................48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................71
USE OF PROCEEDS ........................................................................................................................................77
SUMITOMO MITSUI FINANCIAL GROUP, INC. ........................................................................................78
SUMITOMO MITSUI BANKING CORPORATION ......................................................................................84
SMBC CAPITAL MARKETS, INC. .................................................................................................................91
TAXATION .......................................................................................................................................................95
PLAN OF DISTRIBUTION ...........................................................................................................................103
FORM OF FINAL TERMS .............................................................................................................................108
GENERAL INFORMATION .......................................................................................................................... 119




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DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with:
(a)
the annual report on Form 20-F of SMFG for the fiscal year ended 31 March 2017 filed with the
SEC on 29 June 2017 ("Form 20-F") (other than the section entitled "Item 9. The Offer and Listing"
on pages 133 to 136 thereof) containing, inter alia, the audited consolidated financial statements of
SMFG as at 31 March 2016 and 2017 and for each of the years in the three-year period ended 31
March 2017 prepared in accordance with International Financial Reporting Standards as issued by
the International Accounting Standards Board ("IFRS");
(b)
the audited consolidated financial statements of SMBC as at and for the years ended 31 March 2016
and 2017 prepared in accordance with accounting principles generally accepted in Japan ("Japanese
GAAP");
(c)
the audited consolidated financial statements of SMBCCM as at and for the years ended 31
December 2015 and 2016 prepared in accordance with accounting principles generally accepted in
the United States ("U.S. GAAP");
(d)
the audited consolidated financial statements of SMFG as at and for the years ended 31 March 2016
and 2017 prepared in accordance with Japanese GAAP
(e)
the unaudited quarterly consolidated financial statements of SMFG as at 30 June 2017 and for the
three months ended 30 June 2016 and 2017 prepared in accordance with Japanese GAAP; and
(f)
the English translation of the "Financial Results of SMFG for the three months ended 30 June 2017
(supplementary information)" of SMFG (kessan setsumei shiryo), containing SMFG's consolidated
financial information and SMBC's non-consolidated financial information prepared in accordance
with Japanese GAAP as at and for the three months ended 30 June 2017,
which shall be incorporated in, and to form part of, this Base Prospectus, save that any statement contained in
the documents described above shall be modified or superseded for the purpose of this Base Prospectus to the
extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise).
In addition, the following documents shall, once filed with and published on the website of the
Luxembourg Stock Exchange, be incorporated by reference and form part of this Base Prospectus.
(i)
the most recently published annual report on Form 20-F of SMFG (other than the section entitled
"Item 9. The Offer and Listing" thereof);
(ii)
the most recently published unaudited quarterly consolidated financial statements of SMFG
prepared in accordance with Japanese GAAP;
(iii) the most recently published unaudited interim consolidated financial statements of SMFG
prepared in accordance with IAS 34 "Interim Financial Reporting" ("IAS 34") for its six-month
interim period and furnished to the SEC on Form 6-K subsequent to the date of this Base
Prospectus;
(iv)
the English translation of the most recently published consolidated financial results (kessan
tanshin) of SMFG prepared in accordance with the rules of the Tokyo Stock Exchange Inc. (other
than any information in relation to earnings forecast), containing SMFG's consolidated financial
results prepared in accordance with Japanese GAAP and certain other information subsequent to
the date of this Base Prospectus;
(v)
the English translation of the supplementary information (kessan setsumei shiryo) related to the
most recently published consolidated financial results (kessan tanshin) of SMFG (other than any
information in relation to earnings forecast), containing SMFG's consolidated financial
information and SMBC's non-consolidated financial information prepared in accordance with
Japanese GAAP subsequent to the date of this Base Prospectus;

6



(vi)
the most recently published audited annual consolidated financial statements and any unaudited
interim consolidated financial statements of SMBC and the most recently published audited
annual consolidated financial statements of SMBCCM; and
(vii) the most recently published press release containing quarterly capital ratio information of SMFG
and of SMBC.
Each such document incorporated by reference shall modify or supersede the contents of this Base
Prospectus to the extent that a statement contained in any such document is inconsistent with such contents and
all amendments and supplements to this Base Prospectus prepared from time to time.
Each of the Issuers will provide, without charge, to each person to whom a copy of this Base Prospectus
has been delivered, upon the oral or written request of such person, a copy of any or all of such documents
deemed to be incorporated herein by reference and issued by it unless such documents have been modified or
superseded as specified above. Written requests for such documents should be directed to the relevant Issuer at
their respective offices set out at the end of this Base Prospectus. In addition, such documents will be available,
free of charge, from Sumitomo Mitsui Finance Dublin Limited and from The Bank of New York Mellon SA/NV,
Luxembourg Branch. Each of the documents listed under (a) to (e) above has also been published on, and can
be obtained from, the website of the Luxembourg Stock Exchange (www.bourse.lu).
SUPPLEMENTARY BASE PROSPECTUS
Each of the Issuers and the Guarantor has given an undertaking to the Dealers that if at any time during
the duration of the Programme there is a significant change affecting any matter contained in this Base
Prospectus relevant to such Issuer or the Guarantor whose inclusion would reasonably be required by investors
and their professional advisers, and would reasonably be expected by them to be found in this Base Prospectus,
for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of such Issuer and the Guarantor, and the rights attaching to the Notes then the relevant
Issuer and the Guarantor (as the case may be) shall prepare an amendment or supplement to this Base Prospectus
or publish a replacement Base Prospectus for use in connection with any subsequent offering of the Notes and
shall supply to each Dealer such number of copies of such supplement hereto as such Dealer may reasonably
request.

7



SUMMARY OF THE PROGRAMME
The following does not purport to be complete and is taken from, and is qualified in its entirety by the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of
Notes, the relevant Final Terms. Words and expressions defined or used in "Terms and Conditions of the SMFG
Notes" and "Terms and Conditions of the SMBC and SMBCCM Notes", as the case may be, which includes the
provisions of the relevant Final Terms, shall have the same meaning herein:
Issuers:
Sumitomo Mitsui Financial Group, Inc.
Sumitomo Mitsui Banking Corporation
SMBC Capital Markets, Inc.
Guarantor:
Sumitomo Mitsui Banking Corporation
A guarantee will be given by the Guarantor in respect of all
Notes issued by SMBCCM.
Arranger:
SMBC Nikko Capital Markets Limited
Dealers:
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Credit Suisse Securities (Europe) Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
The Hongkong and Shanghai Banking Corporation Limited
J.P. Morgan Securities plc
Merrill Lynch International
Nomura International plc
SMBC Nikko Capital Markets Limited
UBS Limited
and any additional Dealer appointed from time to time by the
Issuers for a specific issue or on an ongoing basis.
Fiscal Agent, Paying and Calculation
Sumitomo Mitsui Finance Dublin Limited
Agent:
Registrar:
The Bank of New York Mellon SA/NV, Luxembourg Branch.
Issuing and Authentication Agent:
The Bank of New York Mellon, London Branch
Amount:
Up to and including ¥3,000,000,000,000 outstanding at any
time. For such purposes:

(i) the premium of Notes issued at a premium shall be added
to their nominal amount;

(ii) the nominal amount of Notes issued at a discount as at
any time shall equal their nominal amount or, if defined
and provided for in the Conditions of such Notes, their
Amortised Face Amount as at such time;

(iii) the nominal amount of partly paid Notes as at any time
shall equal the amount of subscription moneys paid up as
at such time; and

8




(iv) the Yen equivalent of the nominal amount of Notes
denominated in a currency other than Yen (which, in the
case of Dual Currency Notes, shall be the currency in
which the subscription moneys are received by the Issuer)
shall be determined on the basis of the spot rate for the
sale of Yen against the purchase of the relevant currency
as reported by Reuters as of any time on the Trade Date
relating to such Notes selected by the Issuer.

Under the Dealer Agreement the nominal amount of Notes
outstanding under the Programme may be increased or
decreased, subject to the satisfaction of certain conditions set
out therein.
Description:
Euro Medium Term Note Programme.
Method of Issue:
Notes will be issued on a continuous basis in series (each a
"Series") having one or more issue dates and on terms
otherwise identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended
to be interchangeable with all other Notes of that Series. Each
Series may be issued in tranches (each a "Tranche") on the
same or different issue dates. The specific terms of each
Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the
issue date, issue price, first payment of interest and nominal
amount of the Tranche, will be identical to the terms of other
Tranches of the same Series) will be set out in the Final Terms.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a non-syndicated or a syndicated basis,
subject to the provisions set out in "Plan of Distribution". The
method of distribution of each Tranche will be stated in the
relevant Final Terms.
Currencies:
U.S. dollars, Sterling, Euro or Yen or such currency or
currencies as may be agreed between the Issuer(s) and the
relevant Dealer(s) (as indicated in the relevant Final Terms).
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, Notes issued by SMFG will have a minimum
maturity of one year and Notes issued by SMBC and
SMBCCM will have a maturity of between seven days and 30
years from the date of original issue (as indicated in the
relevant Final Terms).
Issue Price:
Notes may be issued at par or at a discount to, or a premium
over, par and on a fully or partly paid basis.
Form of Notes:
Notes issued by SMFG or SMBC may be in bearer form
("Bearer Notes") or in registered form ("Registered Notes").
SMBCCM will only issue Registered Notes. Each Tranche of
Bearer Notes will initially be represented by a temporary

9



Global Note if (i) definitive Notes are to be made available to
Noteholders following the expiry of 40 days after their issue
date or (ii) such Notes have an initial maturity of more than one
year and are being issued in compliance with the D Rules (as
defined in "Summary of the Programme ­ Selling
Restrictions") otherwise such Tranche will initially be
represented by a permanent Global Note. Registered Notes will
be represented by Certificates, one Certificate being issued in
respect of each Noteholder's entire holding of Registered
Notes of one Series. Certificates representing Registered Notes
that are registered in the name of a nominee for one or more
clearing systems are referred to as "Global Certificates".
Initial Delivery of Notes:
On or before the issue date for each Tranche, if the relevant
Global Note is an NGN or the relevant Global Certificate is to
be held under the NSS, the Global Note or Global Certificate
will be delivered to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. On or before the issue date for each
Tranche, if the relevant Global Note is a CGN or the relevant
Global Certificate is not to be held under the NSS, the Global
Note representing Bearer Notes or the Global Certificate
representing Registered Notes may be deposited with a
common depositary for Euroclear and Clearstream,
Luxembourg. Global Notes or Global Certificates may also be
deposited with any other clearing system or may be delivered
outside any clearing system provided that the method of such
delivery has been agreed in advance by the Issuer, the Issuing
and Authentication Agent and the relevant Dealer. Registered
Notes that are to be credited to one or more clearing systems
on issue will be registered in the name of nominees or a
common nominee for such clearing systems.
Status of the Senior Notes issued by
Senior Notes issued by SMFG will constitute direct,
SMFG:
unconditional, unsubordinated and unsecured obligations of
SMFG and will at all times rank pari passu without any
preference among themselves. See "Terms and Conditions of
the SMFG Notes­Condition 3 (Status)".
The Senior Notes of SMFG are expected to be subject to
potential losses in the event of SMFG's liquidation following
the application of the orderly resolution powers under the
Deposit Insurance Act of Japan (the "Deposit Insurance Act").
See "Risk Factors­Risks Related to Senior Notes issued by
SMFG­Senior Notes issued by SMFG will be subject to loss
absorption if SMFG becomes subject to orderly resolution
measures under the Deposit Insurance Act and Japanese
insolvency laws. As a result, the value of such Senior Notes
could be materially adversely affected, and holders of such
Senior Notes may lose all or a portion of their investment".
Status of the Subordinated Notes issued
Subordinated Notes issued by SMFG will constitute direct and
by SMFG:
unsecured obligations of SMFG and shall at all times rank pari
passu and without any preference among themselves. The
payment obligations of SMFG under the Subordinated Notes
shall, save for such exceptions as may be provided by
applicable legislation, at all times rank at least equally with all

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