Obligation Sumitomo Mitsui Financial Group 0% ( XS1621087359 ) en EUR

Société émettrice Sumitomo Mitsui Financial Group
Prix sur le marché 100 %  ▼ 
Pays  Japon
Code ISIN  XS1621087359 ( en EUR )
Coupon 0%
Echéance 14/06/2022 - Obligation échue



Prospectus brochure de l'obligation Sumitomo Mitsui FG XS1621087359 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée Sumitomo Mitsui Financial Group (SMFG) est une société holding financière japonaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs.

L'Obligation émise par Sumitomo Mitsui Financial Group ( Japon ) , en EUR, avec le code ISIN XS1621087359, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/06/2022








SUMITOMO MITSUI FINANCIAL GROUP, INC.
(incorporated with limited liability in Japan)
and
SUMITOMO MITSUI BANKING CORPORATION
(incorporated with limited liability in Japan)

¥3,000,000,000,000 Euro Medium Term Note Programme
This Base Prospectus supersedes the Base Prospectus dated 31 August 2021 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") and Sumitomo Mitsui Banking Corporation ("SMBC" and, together with SMFG, 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") 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. 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). This Base Prospectus constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectuses for securities
dated 16 July 2019.
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.
Each of Moody's Japan K.K., S&P Global Ratings Japan Inc. and Japan Credit Rating Agency, Ltd. has assigned credit ratings to the
Programme in respect of Senior Notes and Subordinated Notes issued by SMFG and Notes issued by SMBC, while Fitch Ratings Japan
Limited has assigned credit ratings to the Programme in respect of Senior Notes issued by SMFG and Notes issued by SMBC. 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 Securities
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Nomura
SMBC NIKKO
UBS Investment Bank


Base Prospectus dated 31 August 2022





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.
Each Issuer accepts responsibility for the information contained in this Base Prospectus and the
documents incorporated by reference herein.
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.
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 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 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 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 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


2


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.
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 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 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, the EEA, the United Kingdom and Japan, on offers and sales of Notes and on distribution of this
Base Prospectus, see "Plan of Distribution".
The Notes 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. The 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 the Notes 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 11 of the Special Taxation Measures Act of Japan which complies with the requirement for tax
exemption under that Paragraph, or (iii) a Japanese 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").
Each purchaser of Notes in the initial distribution of such Notes is deemed to represent that it is, for
Japanese tax purposes, an Eligible Investor (as defined in "Plan of Distribution").
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 ("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 (EU) 2016/97 (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; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). 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.
PROHIBITION OF SALES TO UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any


3


rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined
in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY
TARGET MARKET ­ The Final Terms in respect of any Notes may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY
TARGET MARKET ­ The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target
market assessment; however, a distributor subject to FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
Singapore Securities and Futures Act 2001 (the "SFA") Product Classification: Unless otherwise
stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the Programme shall be
prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore) 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).
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...................................................................................32
TERMS AND CONDITIONS OF THE SMBC NOTES ..................................................................................61
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .......................87
USE OF PROCEEDS ........................................................................................................................................93
SUMITOMO MITSUI FINANCIAL GROUP, INC. ........................................................................................94
SUMITOMO MITSUI BANKING CORPORATION ....................................................................................100
TAXATION .....................................................................................................................................................107
PLAN OF DISTRIBUTION ........................................................................................................................... 110
FORM OF FINAL TERMS ............................................................................................................................. 115
GENERAL INFORMATION ..........................................................................................................................128





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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 2022 filed with the
SEC on 29 June 2022 ("Form 20-F") (other than the section entitled "Item 9. The Offer and Listing"
on page 132 thereof) containing, inter alia, the audited consolidated financial statements of SMFG
as at 31 March 2021 and 2022 and for each of the years in the three-year period ended 31 March
2022 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 2021
and 2022 prepared in accordance with accounting principles generally accepted in Japan ("Japanese
GAAP");
(c)
the audited consolidated financial statements of SMFG as at and for the years ended 31 March 2021
and 2022 prepared in accordance with Japanese GAAP
(d)
the unaudited quarterly consolidated financial statements of SMFG as at 30 June 2022 and for the
three months ended 30 June 2021 and 2022 prepared in accordance with Japanese GAAP;
(e)
the English translation of the "Financial Results of SMFG for the three months ended 30 June 2022
(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 2022; and
(f)
the news release dated 12 August 2022 containing quarterly capital ratio information of SMFG and
of SMBC as at 30 June 2022,
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 and audited
annual 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;
(vii) the most recently published news release containing quarterly capital ratio information of SMFG
and of SMBC;
(viii) any report on Form 6-K of SMFG filed with the SEC which is filed with and published on the
website of the Luxembourg Stock Exchange, except as identified therein; and
(ix)
any news release of SMFG or SMBC which is filed with and published on the website of the
Luxembourg Stock Exchange, except as identified therein.
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 SMBC Bank International plc 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 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 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 rights attaching to the Notes, then the relevant Issuer 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 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
Arranger:
SMBC Nikko Capital Markets Limited
Dealers:
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
Goldman Sachs International
The Hongkong and Shanghai Banking Corporation Limited
HSBC Bank plc
J.P. Morgan Securities plc
Merrill Lynch International
Nomura International plc
SMBC Nikko Capital Markets Limited
UBS AG London Branch
and any additional Dealer appointed from time to time by the
Issuers for a specific issue or on an ongoing basis.
Fiscal Agent, Paying Agent and
SMBC Bank International plc
Calculation Agent:
Registrar:
The Bank of New York Mellon SA/NV, Luxembourg Branch
Issuing and Authentication Agent and
The Bank of New York Mellon, London Branch
SOFR Calculation Agent:
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

(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.


8



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 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 may be in bearer form ("Bearer Notes") or in registered
form ("Registered Notes"). Each Tranche of Bearer Notes will
initially be represented by a temporary 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


9


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(a) (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
indebtedness that is subordinated to Senior Indebtedness (as
defined in "Terms and Conditions of the SMFG Notes") and
that is in priority to all of SMFG's perpetual subordinated
indebtedness, including indebtedness in respect of preference
or other shares or any other indebtedness which ranks, or is
expressed to rank, pari passu with, or junior to, indebtedness
in respect of perpetual subordinated indebtedness. See "Terms
and Conditions of the SMFG Notes--Condition 3(b) (Status of
the Subordinated Notes)".


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