Sumitomo Mitsui Banking Corporation

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1 Sumitomo Mitsui Banking Corporation (incorporated under the laws of Japan with limited liability) 51,250,000,000 Fixed To Floating Rate Subordinated Bonds due 2014 The 41,250,000,000 Fixed to Floating Rate Subordinated Bonds due 2014 (the Bonds ) of Sumitomo Mitsui Banking Corporation ( SMBC ) will be issued in registered form in the denomination of 450,000 and higher in integral multiples of 41,000, subject to the terms and conditions of the Bonds set out herein (the Conditions ). Unless previously redeemed or purchased and cancelled the Bonds will be redeemed on the Floating Rate Interest Payment Date falling on or nearest October 27, 2014 at their nominal amount. Interest on the Bonds is payable annually in arrear on October 27 of each year, commencing October 27, 2004 until October 27, 2009, and semi-annually in arrear on April 27 and October 27 of each year, commencing April 27, 2010 and on the maturity date or redemption date, as described in Condition 4. Payment of principal and interest by SMBC in respect of the Bonds shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law, as further described in Condition 7. The Bonds will initially be represented by a registered certificate (the Global Certificate ), registered in the name of a common depositary (or its nominee) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ), and will be deposited with such common depositary on or about July 27, The Global Certificate is exchangeable for definitive certificates in certain limited circumstances set out therein. See Summary of Provisions relating to the Bonds while in Global Form. Application has been made to the Financial Services Authority (the UK Listing Authority ) in its capacity as competent authority under the Financial Services and Markets Act 2000 (the FSMA ) for the Bonds to be admitted to the official list of the UK Listing Authority (the Official List ) and to the London Stock Exchange plc (the London Stock Exchange ) for such Bonds to be admitted to trading on the London Stock Exchange s market for listed securities. Admission to the Official List of the UK Listing Authority together with admission to trading on the London Stock Exchange s market for listed securities constitute official listing on a stock exchange. A copy of this document, which comprises listing particulars, has been delivered to the Registrar of Companies in England and Wales as required by Section 83 of the FSMA. This Offering Circular does not constitute an offer of, or solicitation of an offer to buy or subscribe for the Bonds in any jurisdiction in which such offer or solicitation is unlawful. In particular, the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities Act ) and, subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Offering Circular see Subscription and Sale. See Investment Considerations for a discussion of certain factors that should be considered in connection with an investment in the Bonds. 6.J.1 6.J.2 6.I.4 6.I.26 6.I.5(a) 6.I.6 6.I.10 6.I.8(a) 6.I.9 6.I (f) 6.I.3 Joint Lead Managers and Joint Bookrunners Goldman Sachs International UBS Investment Bank Daiwa Securities SMBC Europe Senior Co-Lead Manager Morgan Stanley Deutsche Bank Co-Managers JPMorgan Offering Circular dated July 21, 2004

2 This Offering Circular comprises listing particulars given in compliance with the listing rules made under Section 74 of the FSMA by the UK Listing Authority for the purpose of giving information with regard to SMBC, SMBC and its subsidiaries and affiliates taken as a whole (the SMBC Group ) and the Bonds. SMBC accepts responsibility for the information contained in this document. To the best of the knowledge and belief of SMBC (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. 6.H.3 Any reference in this Offering Circular to listing particulars means this Offering Circular excluding all information incorporated by reference. SMBC has confirmed that any information incorporated by reference, including any such information to which readers of this Offering Circular are expressly referred, has not been and does not need to be included in the listing particulars to satisfy the requirements of the FSMA or the listing rules made under Section 74 of the FSMA by the UK Listing Authority. SMBC believes that none of the information incorporated therein by reference conflicts in any material respect with the information included in the listing particulars. SMBC, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to SMBC, the SMBC Group and the Bonds which is material in the context of the issue and offering of the Bonds, the statements contained in it relating to SMBC, the SMBC Group, Sumitomo Mitsui Financial Group, Inc. ( SMFG ) and SMFG and its subsidiaries and affiliates taken as a whole (the SMFG group ) are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this document with regard to SMBC, the SMBC Group, SMFG and the SMFG group 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 SMBC, the SMBC Group, SMFG, the SMFG group or the Bonds the omission of which would, in the context of the issue and offering of the Bonds, make any statement in this document misleading in any material respect and all reasonable enquiries have been made by SMBC to ascertain such facts and to verify the accuracy of all such information and statements. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of SMBC or the Managers (as defined in Subscription and Sale ) to subscribe or purchase, any of the Bonds. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by SMBC and the Managers to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of Bonds and the distribution of this Offering Circular, see Subscription and Sale. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of SMBC or the Managers. The delivery of this Offering Circular at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Bonds have not been and will not be registered under the Securities Act and, subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. The Bonds have not been and will not be registered under the Securities and Exchange Law (as defined in Subscription and Sale ) and are subject to the Special Taxation Measures Law (as defined in Subscription and Sale ). The Bonds may not be offered, sold or delivered in Japan or to, or for the benefit of, residents of Japan or Japanese corporations, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan (see Subscription and Sale ). Interest payments on the Bonds generally will be subject to Japanese withholding tax unless the holder establishes that the Bonds are held by or for the account of a holder that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes or is a Japanese designated financial institution described in Article 6 of the Special Taxation Measures Law (see Taxation Japan ). 6.I.8(a) In addition there are further restrictions on offers and sales of the Bonds in other jurisdictions, including the United Kingdom, Singapore, The Netherlands and Italy, see Subscription and Sale. Unless otherwise specified or the context requires, references to euro, Euro and 4 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, references to U.S.$, dollars and U.S. dollars are to United States dollars and references to yen and are to Japanese yen. 2

3 In this Offering Circular, where information is presented in thousands, millions, billions or trillions of yen or in 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 omitted or rounded. Accordingly, the total of each column of figures may not equal to the total of the individual items. Any reference in this Offering Circular to the FSA is to the Japanese Financial Services Agency. References in this Offering Circular to SMBC are to the former Sumitomo Mitsui Banking Corporation (the Former-SMBC ) in respect of dates, or periods, prior to March 17, 2003 and to THE WAKASHIO BANK, LTD. ( Wakashio Bank ) together with the Former-SMBC (which was merged into Wakashio Bank) in respect of dates, or periods, on or after March 17, 2003, see Note Regarding Financial Information. Unless otherwise stated, all information relating to SMBC in this Offering Circular is presented on a consolidated basis and has been extracted from the consolidated and non-consolidated (as the case may be) financial information for SMBC. In connection with this issue, Goldman Sachs International or any person acting for Goldman Sachs International may over-allot or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on Goldman Sachs International or any agent of Goldman Sachs International to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. 6.I.5(b)(i) FORWARD LOOKING STATEMENTS This Offering Circular contains statements that constitute forward looking statements. These statements appear in a number of places in this Offering Circular and include statements regarding the intent, belief or current expectations of SMBC with respect to the results of operations and financial condition of SMBC, the SMBC Group, SMFG and the SMFG group including, without limitation, future loan loss provisions and financial support to customers. In those and other portions of this document, the words anticipate, believe, estimate, expect, intend, and similar expressions, as they relate to SMBC or its management, are intended to identify forward looking statements. These statements reflect the current views of SMBC with respect to future events and are subject to certain risks, uncertainties and assumptions, including the investment considerations described in this Offering Circular. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. Forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward looking statements as a result of various factors. The information contained in this Offering Circular, including without limitation the information under Investment Considerations, Recent Business and Outlook and Business identifies important factors that could cause such differences, including but not limited to a change in overall economic conditions, changes in market rates of interest, declines in the value of equity securities or real estate in Japan, further deterioration of the quality of loans to certain industry sectors in Japan and the effect of new legislation or government directives. 3

4 TABLE OF CONTENTS Summary Information******************************************************************* 5 Selected Financial and Other Information*************************************************** 7 Terms and Conditions of the Bonds ******************************************************* 8 Summary of Provisions Relating to the Bonds while in Global Form **************************** 18 Use of Proceeds *********************************************************************** 20 Investment Considerations *************************************************************** 21 Capitalisation and Indebtedness*********************************************************** 33 Recent Business and Outlook ************************************************************ 35 Formation of the SMBC Group and the SMFG Group **************************************** 38 Recent Events ************************************************************************* 41 Business ***************************************************************************** 48 Management and Employees ************************************************************* 88 Subsidiaries, Affiliates and Associated Companies ******************************************* 91 The Japanese Banking System************************************************************ 93 Supervision and Regulation ************************************************************** 95 Taxation****************************************************************************** 106 Subscription and Sale******************************************************************* 109 General Information ******************************************************************** 111 Note Regarding Financial Information ***************************************************** 113 Summary of Significant Differences between Japanese GAAP and U.S. GAAP ******************** 114 Index to the Financial Statements ********************************************************* F-1 Page 4

5 SUMMARY INFORMATION The following summary is qualified in its entirety by, and is subject to, the detailed information and financial statements contained elsewhere in this Offering Circular. For a discussion of certain matters that should be considered by prospective investors in the Bonds, see Investment Considerations. SMBC: ****************** SMBC is one of the world s leading commercial banks, with 99.8 trillion in consolidated total assets as at March 31, SMBC provides an extensive range of wholesale and retail banking services in Japan and overseas to its customers. In Japan, SMBC accepts deposits, makes loans and extends guarantees to corporations, individuals, governments and governmental entities. SMBC also underwrites and deals in bonds issued by or under the guarantee of the Japanese government and local government authorities, and acts in various administrative and advisory capacities for certain types of corporate and government bonds. Internationally, SMBC operates through a network of branches, representative offices, subsidiaries and affiliates to provide syndicated lending, project finance and portfolio management services while participating in international securities markets. SMBC is a wholly owned subsidiary of Sumitomo Mitsui Financial Group, Inc. SMFG was formed as the holding company for the SMFG group through a statutory share transfer (kabushiki iten) under the Commercial Code of Japan (the Commercial Code ), on December 2, 2002 as a joint stock corporation with limited liability under the laws of Japan (see Formation of a Holding Company Structure and Merger ). Securities offered: ********* Status of the Bonds: ******* Form of Bonds: *********** Initial Delivery of Bonds:*** Interest: ***************** Redemption and Purchase: **************** Use of proceeds: ********** 41,250,000,000 Fixed to Floating Rate Subordinated Bonds due 2014 of SMBC. The Bonds constitute direct and unsecured obligations of SMBC and shall at all times rank pari passu and without preference among themselves and at least equally and rateably with all indebtedness of SMBC which is subordinated to the Senior Indebtedness of SMBC and is in priority to all perpetual subordinated indebtedness of SMBC (see Terms and Conditions of the Bonds ). The Bonds are in registered form and will be represented by registered certificates (each, a Certificate ), one Certificate being issued in respect of each Bondholder s entire holding of Bonds. On or before July 27, 2004, the Global Certificate representing the Bonds will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Bonds that are to be credited to one or more clearing systems will be registered in the name of nominees or a common nominee for, or of a common depositary for, such clearing systems. Interest on the Bonds is payable annually in arrear on October 27 of each year, commencing October 27, 2004 until October 27, 2009, and semi-annually in arrear on April 27 and October 27 of each year, commencing April 27, 2010 and on the maturity date or redemption date, as described in Condition 4. Unless previously redeemed or purchased and cancelled the Bonds will be redeemable or repayable in accordance with Conditions 5 and 9. The Bonds are subject to redemption in whole, at their nominal amount, together with accrued interest, in the event of certain changes affecting taxes in Japan, or, on and after October 27, 2009 at the option of SMBC on each date of payment of interest, in each case, after having obtained the prior consent of the FSA. SMBC, SMFG and any Subsidiary (as defined by reference to the Conditions) may, at any time but subject to the prior consent of the FSA, purchase Bonds in the open market or otherwise at any price. SMBC will use the net proceeds from the offering of the Bonds for general corporate purposes. 6.I.4 6.I.6 6.I.14 6.I.10 6.I.6 5

6 Listing and trading: ******* Payment and settlement: *** Application has been made to list the Bonds on the Official List and to admit them to trading on the London Stock Exchange s market for listed securities. Payments of principal will be made against presentation and surrender (or, in the case of a partial payment, endorsement) of the relevant Certificates at the specified office of any of the Transfer Agents or the Registrar in the manner provided in Condition 6(a). Interest on the Bonds will be paid to persons shown on the register of holders of the Bonds in the manner provided in Condition 6(a). 6.I.1 6

7 SELECTED FINANCIAL AND OTHER INFORMATION The following table sets forth selected consolidated financial data for SMBC for the periods presented. Years ended and as at March 31, 2003 (1) 2004 (billions of yen, except ratios) Income Statement Data: Interest income ********************************************************* 1,818 1,561 Interest expense********************************************************* (417) (295) Net interest income************************************************ 1,400 1,266 Net fees and commissions ************************************************ Net trading profits (losses) ************************************************ Net other operating income *********************************************** General and administrative expenses **************************************** (888) (776) Transfer to reserves for possible loan losses********************************** (655) Other income*********************************************************** Other expenses ********************************************************* (1,347) (1,100) Income (loss) before income taxes and minority interests ***************** (543) 356 Income taxes Current************************************************************** (66) (14) Deferred************************************************************* 216 (0) Minority interests ******************************************************* (37) (40) Net income (loss) ************************************************* (429) 302 Balance Sheet Data (2) : Total assets ************************************************************ 102,395 99,843 Loans and bills discounted************************************************ 61,220 55,429 Securities ************************************************************** 23,959 26,864 Deposits*************************************************************** 67,885 68,982 Stockholders equity ***************************************************** 2,143 2,722 Credit Quality Data: Credit costs (3) ********************************************************** 1, Reserve for possible loan losses (4) ****************************************** 2,202 1,376 Bankrupt loans ********************************************************* Non-accrual loans ******************************************************* 2,666 1,711 Past due loans (3 months or more) ***************************************** Restructured loans******************************************************* 2,689 1,372 Risk-Adjusted Capital Data: Tier I capital *********************************************************** 3,066 3,112 Total qualifying capital*************************************************** 5,928 6,199 Total risk-adjusted assets ************************************************* 57,058 56,892 Tier I risk-adjusted capital ratio******************************************** 5.37% 5.46% Total risk-adjusted capital ratio ******************************************** 10.38% 10.89% Notes: (1) Financial information for the year ended and as at March 31, 2003 includes the results of Sumitomo Mitsui Card Company, Limited ( Sumitomo Mitsui Card ), SMBC Leasing Company Limited ( SMBC Leasing ) and Japan Research Institute, Limited ( Japan Research Institute ). Since February 3, 2003, these companies are no longer consolidated subsidiaries of SMBC but those of SMFG, and as such their results were not consolidated into SMBC s consolidated financial statements for the year ended and as at March 31, See Formation of the SMBC Group and the SMFG Group. (2) SMBC is not required to maintain records in Japan which would enable it to determine averages and related ratios on a consolidated basis and therefore such information is not included herein. Accordingly, the balance sheet data included herein has been prepared on a yearend basis only. (3) Credit costs equal the aggregate of net additions to general reserves, direct write-offs, net additions to specific reserves, net additions to reserves for specific overseas loan losses, losses on sale of loans to CCPC, transfers to reserve for losses on loans sold and losses on sales of non-performing loans. (4) Reserve for possible loan losses include general reserves, specific reserves and reserves for specific overseas countries. 7

8 TERMS AND CONDITIONS OF THE BONDS The 41,250,000,000 Fixed to Floating Rate Subordinated Bonds due 2014 (the Bonds ) are constituted by a Trust Deed (the Trust Deed ) dated July 27, 2004 between Sumitomo Mitsui Banking Corporation ( SMBC ) and J.P. Morgan Corporate Trustee Services Limited (the Trustee which expression includes any successor Trustee) as trustee for the holders of the Bonds. Certain provisions of these terms and conditions are summaries of, and are subject to, the detailed provisions of the Trust Deed. Payments under the Bonds will be made in accordance with the agency agreement (the Agency Agreement ) dated July 27, 2004 between SMBC, JPMorgan Chase Bank, London Branch as principal paying agent (the Principal Paying Agent, which expression includes any successor Principal Paying Agent), the Trustee, J.P. Morgan Bank Luxembourg S.A. as registrar (the Registrar, which expression includes any successor Registrar), the transfer agents from time to time appointed as such (the Transfer Agents, which expression includes any successor or additional Transfer Agent and which term includes the Registrar, and together with the Principal Paying Agent, the Agents, which expression includes any successor and additional Agents) and the calculation agent from time to time appointed (the Calculation Agent, which expression includes any successor or additional Calculation Agent). 6.I.4 6.I.23(a) 6.J.14(a) Copies of the Trust Deed, incorporating the form of the Bonds and copies of the Agency Agreement are available for inspection at the offices of each of the Trustee and the Agents. The Bondholders are entitled to the benefit of, and are deemed to have notice of, all the provisions of the Trust Deed and any provisions of the Agency Agreement applicable to them. 1 Form, Denomination and Title (a) Form and denomination: The Bonds are issued in registered form in the specified denomination of 450,000 or higher in integral multiples of 41,000. Bonds are represented by registered certificates ( Certificates ), each Certificate representing a holding of one or more Bonds by the same holder. 6.I.5(a) 6.I.12 6.I.26 (b) Title: Title to the Bonds shall pass by registration in the register which SMBC shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement. Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Bond shall be deemed to be and may be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on the Certificate representing it or its theft or loss) and no person will be liable for so treating the holder. In these Conditions, Bondholder or holder means the person in whose name a Bond is registered and capitalised terms have the meanings given to them herein. 2 Transfer of Bonds (a) (b) Transfer of Bonds: One or more Bonds may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Bonds to be transferred, together with the form of transfer endorsed on such Certificate duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Bonds represented by one Certificate, a new Certificate will be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred will be issued to the transferor. All transfers of Bonds and entries on the Register will be made subject to the detailed regulations concerning transfers of Bonds scheduled to the Agency Agreement. The regulations may be changed by SMBC, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Bondholder upon request. Delivery of New Certificates: Each new Certificate to be issued pursuant to Condition 2(a) will be available for delivery within three business days of receipt of the form of transfer and surrender of the Certificate. The new Certificate shall be delivered at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer and Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent or the Registrar (as the case may be) the costs of such method of delivery and/or such insurance as it may specify. In this Condition 2(b), business day means a day, other than a Saturday or a Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be). 8 6.I.27

9 (c) (d) Exchange Free of Charge: Transfer of Bonds and Certificates will be effected without charge by or on behalf of SMBC, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to such transfer (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require). Closed Periods: No Bondholder may require the transfer of a Bond to be registered (i) during the period of 15 days ending on the due date for redemption of that Bond, (ii) during the period of 15 days prior to any date on which Bonds may be redeemed by SMBC at its option pursuant to Condition 5(c), (iii) during the period of seven days ending on (and including) any Record Date (as defined below). 3 Status and Subordination (a) Status: The Bonds constitute direct and unsecured obligations of SMBC and shall at all times rank pari passu and without any preference among themselves and at least equally and rateably with all indebtedness of SMBC which is subordinated to Senior Indebtedness of SMBC (as defined below) and is in priority to all perpetual subordinated indebtedness of SMBC. (b) Subordination Event: Upon the occurrence of a Subordination Event, the obligations of SMBC pursuant to the Bonds shall be subordinated in right of payment to all Senior Indebtedness and, so long as such Subordination Event continues (and in the case of civil rehabilitation proceedings, so long as neither a Summary Rehabilitation Order nor Consent Rehabilitation Order shall have been issued), no payment will be made under the Bonds (except for such amounts which shall have become due and payable, other than solely by way of acceleration, prior to the date on which a Subordination Event shall have occurred) unless and until (i) in the case of Condition 9(a), all Senior Indebtedness of SMBC appearing on the final distribution list prepared by the Administrator for the final distribution of bankruptcy assets pursuant to the Bankruptcy Law is paid in full or provision has been made for the payment in full thereof pursuant to the Bankruptcy Law, (ii) in the case of Condition 9(b), all Senior Indebtedness of SMBC appearing in the plan of reorganisation, at the date such plan has become final and conclusive after approval by a court of competent jurisdiction in Japan, as indebtedness of SMBC, subject to modification of such plan, is paid in full to the extent of the original amount of such indebtedness without regard to such modification, (iii) in the case of Condition 9(c), all Senior Indebtedness of SMBC appearing in the plan of rehabilitation, at the date such plan has become final and conclusive after approval by a court of competent jurisdiction in Japan, as indebtedness of SMBC subject to modification of such plan, is paid in full to the extent of the original amount of such indebtedness without regard to such modification or (iv) in the case of Condition 9(d), conditions equivalent to those set out in (i), (ii) or (iii) above have been fulfilled; provided that notwithstanding any provision herein to the contrary if the imposition of any such condition is not allowed under such proceedings, any amount which becomes due under the Bonds shall become payable in accordance with these Conditions and not subject to such condition. A Bondholder by his acceptance of such Bond shall thereby agree that if any payment on such Bond is made to the Bondholder after the occurrence of a Subordination Event and the amount of such payment shall exceed the amount, if any, that should have been paid to such holder, the payment of such excess amount shall be deemed null and void and such holder shall be obliged to return the amount of the excess payment within ten days after receiving notice of the excess payment. So long as a Subordination Event shall have occurred and shall be continuing (and in the case of civil rehabilitation proceedings, so long as neither a Summary Rehabilitation Order nor Consent Rehabilitation Order shall have been issued), no right of the Bondholder to the payments under the Bonds shall be subject to the right to set-off against any liabilities of the Bondholders owed to SMBC unless and until the conditions for payment set out in (i), (ii), (iii) and (iv), corresponding to the Subordination Event in the first paragraph of Condition 3(b) shall have been fulfilled. The Trust Deed provides that no amendment or modification may be made to the subordination provisions contained in this Condition 3 unless such an amendment or modification is not prejudicial to any present or future creditor in respect of any Senior Indebtedness of SMBC as specified in Condition 10 (subject to the approval of the Trustee or an Extraordinary Resolution of the Bondholders also as specified in Condition 10). No such amendment or modification prejudicial to any present or future creditor in respect of any Senior Indebtedness of SMBC shall in any event be effective. 6.I.24 9

10 (c) Definitions: The following definitions apply to these Terms and Conditions: Administrator means bankruptcy administrator in the case of a bankruptcy pursuant to the Bankruptcy Law and corporate reorganisation administrator in the case of a reorganisation pursuant to the Reorganisation Law. Bankruptcy Law means the Japanese Bankruptcy Law (Law No. 71 of 1922) as amended or replaced from time to time; Civil Rehabilitation Law means the Japanese Civil Rehabilitation Law (Law No. 225 of 1999) as amended or replaced from time to time; Consent Rehabilitation Order means a decision of a court of competent jurisdiction under Article 217, paragraph 1 of the Civil Rehabilitation Law to the effect that the procedures for the investigation and confirmation of civil rehabilitation claims as defined in Article 84 of the Civil Rehabilitation Law, and the resolution of a civil rehabilitation plan shall be omitted. FSA means the Financial Services Agency of Japan. Reorganisation Law means the Japanese Corporate Reorganisation Law (Law No. 154 of 2002) as amended or replaced from time to time; Senior Indebtedness means all deposits and other liabilities of SMBC (other than (i) liabilities under the Bonds which shall not have become due and payable prior to the date on which a Subordination Event shall have occurred, (ii) liabilities under the Bonds which shall have become due and payable solely by way of acceleration prior to such date and (iii) other liabilities ranking pari passu with, or junior to, the Bonds (which liabilities shall, for these purposes, include any liabilities under dated subordinated notes with terms and conditions substantially equivalent in priority of payment as the Bonds except for the absence of item (iii) in Condition 3(b) and of Condition 9(c))) and other liabilities ranking pari passu with or junior to such liabilities. Subordination Event means any of the events listed in (a), (b), (c) and (d) of Condition 9. Summary Rehabilitation Order means a decision of a court of competent jurisdiction under Article 211, paragraph 1 of the Civil Rehabilitation Law to the effect that the procedures for the investigation and confirmation of civil rehabilitation claims as defined in Article 84 of the Civil Rehabilitation Law shall be omitted. 4 Interest (a) (b) Fixed Rate Payments: Each Bond bears interest on its outstanding nominal amount from and including July 27, 2004 (the Fixed Rate Interest Commencement Date ) to, but excluding, October 27, 2009 at the rate of per cent. per annum, payable annually in arrear on October 27 in each year (each a Fixed Rate Interest Payment Date ), except that the first payment of interest, to be made on October 27, 2004 (the First Fixed Rate Interest Payment Date ) will be in respect of the period from and including the Fixed Rate Interest Commencement Date to but excluding the First Fixed Rate Interest Payment Date, and will amount to per 41,000 in nominal amount of Bonds. If interest is required to be calculated for a period less than a Fixed Rate Interest Period, it will be calculated on the basis of the actual number of days in the Fixed Rate Interest Period divided by 365 (or, if any portion of that Fixed Rate Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Fixed Rate Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Fixed Calculation Period falling in a non-leap year divided by 365). For the purposes of these Conditions, Fixed Rate Interest Period means the period beginning on (and including) the Fixed Rate Interest Commencement Date and ending on (but excluding) the First Fixed Rate Interest Payment Date and each successive period beginning on (and including) a Fixed Rate Interest Payment Date and ending on (but excluding) the next succeeding Fixed Rate Interest Payment Date. Floating Rate Payments: 6.I.6 6.I.14 (i) Floating Rate Interest Payment Dates: Each Bond bears interest on its outstanding nominal amount from and including the Floating Rate Interest Commencement Date to but excluding the Floating Rate Interest Payment Date falling on or nearest October 27, 2014 at a floating rate per annum (expressed as a percentage) equal to the Floating Rate of Interest, such interest being payable semi-annually in arrear on each Floating Rate Interest Payment Date. 10

11 (ii) (iii) (iv) (v) Floating Rate of Interest: The Floating Rate of Interest in respect of each Floating Rate Interest Period shall be determined by the Calculation Agent at or about the Relevant Time on the Floating Rate Interest Determination Date in respect of such Floating Rate Interest Period in accordance with the following: (x) The Floating Rate of Interest for such Floating Rate Interest Period shall be the aggregate of the Margin and the Relevant Rate appearing on the Page at the Relevant Time on the Floating Rate Interest Determination Date; (y) If no Relevant Rate appears on the Page at the Relevant Time on the Floating Rate Interest Determination Date, subject as provided below, the Floating Rate of Interest shall be the aggregate of the Margin and the arithmetic mean of the Relevant Rates that each of the Reference Banks is quoting to leading banks in the Euro-zone at the Relevant Time on the Floating Rate Interest Determination Date, as determined by the Calculation Agent; (z) If paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are so quoting Relevant Rates, subject as provided below, the Floating Rate of Interest shall be the aggregate of the Margin and the arithmetic mean of the rates per annum (expressed as a percentage) that the Calculation Agent determines to be the rates (being the nearest equivalent to the Benchmark) in respect of a Representative Amount of Euro that at least two out of five leading banks selected by the Calculation Agent in the Euro-zone (the Principal Financial Centre ) are quoting at or about the Relevant Time on the date on which such banks would customarily quote such rates for a period commencing on the Effective Date for a period equivalent to the Specified Duration to leading banks carrying on business in Europe; except that, if fewer than two of such banks are so quoting to leading banks carrying on business in Europe, the Floating Rate of Interest shall be the Floating Rate of Interest determined on the previous Floating Rate Interest Determination Date. Calculations: The amount of interest payable in respect of each 41,000 in nominal amount of Bonds for a Floating Rate Interest Period shall be calculated by multiplying (A) the product of the Floating Rate of Interest and 41,000 in nominal amount of such Bonds by (B) the actual number of days in the Floating Rate Interest Period divided by 360. Determination and Publication of Rates of Interest and Floating Rate Interest Amounts: As soon as practicable after the Relevant Time on each Floating Rate Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, it shall determine such rate and calculate the Floating Rate Interest Amount in respect of 41,000 in nominal amount of the Bonds for the relevant Floating Rate Interest Period, obtain such quotation or make such determination or calculation, as the case may be, and cause the Floating Rate of Interest and Floating Rate Interest Amount for each Floating Rate Interest Period and the relevant Floating Rate Interest Payment Date to be notified to the Principal Paying Agent, the Trustee, SMBC, the Registrar, each of the Transfer Agents, the Bondholders and if the Bonds are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority, as soon as possible after their determination but in no event later than (i) the commencement of the relevant Floating Rate Interest Period, if determined prior to such time, in the case of notification to such exchange of a Floating Rate of Interest and Floating Rate Interest Amount and the relevant Floating Rate Interest Payment Date, or (ii) in all other cases, the fourth TARGET Business Day after such determination. The Floating Rate Interest Amounts and the Floating Rate Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Floating Rate Interest Period. If the Bonds become due and payable under Condition 9, the accrued interest and the Floating Rate of Interest payable in respect of the Bonds shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Floating Rate of Interest or the Floating Rate Interest Amount so calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties. Determination or Calculation by Trustee: If the Calculation Agent does not at any time for any reason determine or calculate the Floating Rate of Interest or Floating Rate Interest Amount, the Trustee shall do so (or shall appoint an agent on its behalf to do so) and such determination or calculation shall be 11

12 deemed to have been made by the Calculation Agent. In doing so, the Trustee shall apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects, it shall do so in such manner as it shall deem fair and reasonable in all the circumstances. (vi) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below: Benchmark means six month EURIBOR. Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for business in London and Tokyo and which is also a day on which the TARGET System is operating. Effective Date means, with respect to any Floating Rate of Interest to be determined on a Floating Rate Interest Determination Date, the first day of the Floating Rate Interest Period to which such Floating Rate Interest Determination Date relates. Euro-zone means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended. Floating Rate Interest Amount means the amount of interest payable in respect of a Floating Rate Interest Period. Floating Rate Interest Commencement Date means October 27, Floating Rate Interest Determination Date means, with respect to the Floating Rate of Interest and the Floating Rate Interest Period, the day falling two TARGET Business Days prior to the first day of such Floating Rate Interest Period. Floating Rate Interest Payment Date means April 27 and October 27 in each year (commencing April 27, 2010 and ending October 27, 2014) or if any such date is not a Business Day, the immediately following Business Day. Floating Rate Interest Period means the period beginning on (and including) the Floating Rate Interest Commencement Date and ending on (but excluding) the first Floating Rate Interest Payment Date and each successive period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Interest Payment Date. Floating Rate of Interest means the rate of interest payable pursuant to Condition 4(b) from time to time in respect of this Bond and that is calculated in accordance with the provisions herein. Margin means 2.25 per cent. Page means the page on which the Euro-zone interbank offered rates for deposits in Euro of leading banks are for the time being displayed as page 248 on the Moneyline Telerate Monitor, or such other page as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Relevant Rate. Reference Banks means four major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) in the Euro-zone. Relevant Rate means the Benchmark for a Representative Amount of Euro for a period (if applicable or appropriate to the Benchmark) equal to the Specified Duration commencing on the Effective Date. Relevant Time means hours, Brussels time. Representative Amount means, with respect to any Floating Rate of Interest to be determined on a Floating Rate Interest Determination Date, an amount that is representative for a single transaction in the relevant market at the time. Specified Duration means, with respect to any Floating Rate of Interest to be determined on a Floating Rate Interest Determination Date, six months. TARGET Business Day means a day on which the TARGET System is operating. 12

13 TARGET System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any successor thereto. (vii) Calculation Agent and Reference Banks: SMBC shall procure that there shall at all times be four Reference Banks with offices in the Euro-zone and one or more Calculation Agents for so long as any Bond is outstanding (as defined in the Trust Deed). If any Reference Bank (acting through its relevant office) is unable or unwilling to continue to act as a Reference Bank, then SMBC shall (with the prior written approval of the Trustee) appoint another Reference Bank with an office in the Euro-zone to act as such in its place. If the Calculation Agent is unwilling to act as such or if the Calculation Agent fails duly to establish the Floating Rate of Interest for a Floating Rate Interest Period or to calculate any Floating Rate Interest Amount, or to comply with any other requirement, SMBC shall (with the prior written approval of the Trustee) appoint a leading bank or investment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-the-counter options index market) in the Euro-zone to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid. (c) Accrual of Interest: Interest shall cease to accrue on each Bond on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 4 to the Relevant Date (as defined in Condition 7). 5 Redemption and Purchase (a) (b) (c) (d) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each Bond will be finally redeemed at its nominal amount on the Floating Rate Interest Payment Date falling on or nearest October 27, Redemption for taxation reasons: If, on the occasion of the next payment in respect of the Bonds, SMBC satisfies the Trustee that (i) SMBC would be unable to make such payment without having to pay Additional Amounts as defined in Condition 7 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 the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after July 21, 2004, and (ii) such obligation cannot be avoided by SMBC taking reasonable measures available to it, SMBC may, having obtained the prior consent of the FSA, and having given not less than 30 nor more than 60 days notice to the Bondholders in accordance with Condition 13 (which notice shall be irrevocable), redeem all, but not some only, of the Bonds at any time during the Fixed Rate Interest Period and on any Floating Rate Interest Payment Date at their nominal amount together with accrued interest. Prior to the publication of any notice of redemption pursuant to this paragraph, SMBC shall deliver to the Trustee a certificate signed by a Director of SMBC stating that the obligation referred to in (i) above cannot be avoided by SMBC taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above in which event it shall be conclusive and binding on the Bondholders. Redemption at the Option of SMBC: Subject to the prior consent of the FSA having been obtained, SMBC may, on giving not less than 15 nor more than 30 days irrevocable notice to the Bondholders in accordance with Condition 13, redeem all but not some only of the Bonds on the Fixed Rate Interest Payment Date falling on October 27, 2009, or on any Floating Rate Interest Payment Date. Any such Redemption of Bonds shall be at their nominal amount together with interest accrued to the date fixed for redemption. All Bonds in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition. Purchase: SMBC, Sumitomo Mitsui Financial Group, Inc. ( SMFG ) and any Subsidiary (as defined in the Trust Deed) may, at any time but subject to the prior consent of the FSA having been obtained, purchase Bonds in the open market or otherwise at any price. Any such Bonds purchased by SMBC, SMFG or any Subsidiary may at the option of SMBC, SMFG or any Subsidiary be held or resold by SMBC, SMFG or such Subsidiary, as the case may be or may be surrendered, for cancellation by delivering the Certificate representing such Bond to the Principal Paying Agent or the Registrar. The Bonds so purchased, while held by or on behalf of SMBC, SMFG or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Bondholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Bondholders or for the purposes of Conditions 9, 10(a) and I.6 6.I.10

14 (e) Cancellation: All Bonds redeemed by SMBC pursuant to paragraph (c) of this Condition or surrendered by SMBC, SMFG or any Subsidiary pursuant to paragraph (d) of this Condition will be cancelled forthwith and may not be re-issued or resold and the obligations of SMBC in respect of such Bonds shall be discharged. 6 Payments (a) Method of Payment: Payments of principal will be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar in the manner provided in paragraph (b) below. Interest will be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the Record Date ). Payments of interest on each Bond shall be made at the specified office of any of the Transfer Agents or the Registrar in Euro by cheque drawn on a bank in the Euro-zone, and mailed to the holder (or to the first named of joint holders) of such Bond at its address outside Japan appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account maintained by the payee with a bank in the Euro-zone. (b) (c) (d) Payments subject to fiscal laws: All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 7. No commissions or expenses shall be charged to the Bondholders in respect of such payments. Appointment of Agents: The initial Agents and their initial specified offices are listed below. The Principal Paying Agent and the other Agents act solely as agents of SMBC and do not assume any obligation or relationship of agency or trust for or with any holder. SMBC reserves the right at any time with the approval of the Trustee in writing to vary or terminate the appointment of any Agent and to appoint additional or other Agents, provided that it will maintain at all times (i) a Principal Paying Agent, (ii) a Registrar, (iii) a Transfer Agent, (iv) a Calculation Agent, (v) so long as the Bonds are listed on the official list of the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 and admitted to trading on the London Stock Exchange s market for listed securities, a Transfer Agent in London and (vi) an Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any change in the Agents or their specified offices will promptly be given to the Bondholders in accordance with Condition 13. Payments on non-business days: If any date for payment determined in accordance with Condition 4 in respect of any Bond is not a Payment Business Day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph Payment Business Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for business in the relevant place of presentation and in London and Tokyo and which is also a day on which the TARGET System is operating (L) 7 Taxation All payments of principal and interest in respect of the Bonds shall be made without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority therein or thereof having power to tax (the Taxes ), unless such withholding or deduction of such Taxes is required by law. In that event SMBC shall pay such additional amounts ( Additional Amounts ) as will result in receipt by the Bondholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no Additional Amounts shall be payable in respect of any Bond presented for payment: 6.I.8(a) 6.I.9 (a) (b) Other connection: by or on behalf of a holder (i) who is for Japanese tax purposes treated as an individual resident of Japan or Japanese corporation (other than a designated financial institution which does not fall under item (ii) below) or (ii) who fails to comply with the Japanese tax law requirements in respect of the exemption from such withholding or deduction or (iii) who is otherwise subject to such Taxes by reason of his having some connection with Japan other than the mere holding of the Bond; or Presentation more than 30 days after the Relevant Date: more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or 14

15 (c) (d) Payment to individuals: where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or Payment by another Agent: by or on behalf of a Bondholder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Agent in a Member State of the European Union. As used herein, a designated financial institution means a Japanese financial institution or a Japanese securities company designated by the Special Taxation Measures Law Enforcement Order pursuant to Article 6, paragraph 8 of the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended). As used in these Conditions, Relevant Date means the date on which such payment first becomes due except that if the full amount of the moneys payable has not been duly received by the Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which the full amount of such moneys having been so received, notice to that effect shall have been duly published in accordance with Condition 13. Any reference in these Conditions to principal or interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertakings or covenants given in addition to or substitution for it under the Trust Deed. 8 Prescription Claims against SMBC for payment in respect of the Bonds shall be prescribed and become void unless made within ten years in the case of principal and five years in the case of interest from the appropriate Relevant Date. 6.I.15 9 Events of Default If one of the following events shall occur and be continuing, the Trustee at its discretion may, and if so requested by holders of not less than 25 per cent. in aggregate nominal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of Bondholders, shall, subject in each case to being indemnified to its satisfaction, give notice to SMBC that the Bonds are, and they shall immediately become, due and repayable at their nominal amount plus accrued interest: (a) (b) (c) (d) a court of competent jurisdiction shall have adjudicated SMBC to be bankrupt pursuant to the provisions of the Bankruptcy Law or any successor legislation thereto; a court of competent jurisdiction shall have commenced reorganisation proceedings with regard to SMBC pursuant to the provisions of the Reorganisation Law or any successor legislation thereto; a court of competent jurisdiction shall have commenced civil rehabilitation proceedings with regard to SMBC pursuant to the provisions of the Civil Rehabilitation Law or any successor legislation thereto; SMBC shall become subject to bankruptcy, corporate reorganisation or other equivalent proceedings pursuant to any applicable law of any jurisdiction other than Japan, which proceedings have an equivalent effect to those set out in (a), (b) and (c) above. 10 Meetings of Bondholders and Modification (a) Meetings of Bondholders: The Trust Deed contains provisions for convening meetings of Bondholders to consider matters affecting their interests, including modifications by Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders of the Bonds (including these Conditions or any provision of the Trust Deed) except that no amendment or modification shall be made to Condition 3 or the provisions as to subordination in Clause 2.2 of the Trust Deed which would be, in the reasonable opinion of SMBC, in any way prejudicial to any present or future creditor in respect of any Senior Indebtedness. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed), except that any Extraordinary Resolution proposed, inter alia, (i) to amend any date for payment of principal or interest on the Bonds, (ii) to reduce or cancel the nominal amount payable on redemption of the Bonds, (iii) to reduce the rate of interest in respect of the Bonds or to vary the method or basis of calculating the rate or amount of interest or the basis for calculating the interest in respect thereof, (iv) to vary the currency of payment or denomination of the Bonds, (v) to take any steps which as specified hereon may only be taken following approval by an 15

16 Extraordinary Resolution to which the special quorum provisions apply or (vi) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass the Extraordinary Resolution (as provided in the Trust Deed), will only be binding if passed at a meeting of Bondholders (or at any adjournment thereof) at which a special quorum (provided for in the Trust Deed) is present. (b) Modification of Trust Deed: The Trustee may, without the consent of the Bondholders, at any time and from time to time concur with SMBC in making any modification to these terms and conditions or the Trust Deed (except that no amendment or modification may be made to Condition 3 or the provisions as to subordination in Clause 2.2 of the Trust Deed which would be, in the reasonable opinion of SMBC, in any way prejudicial to any present or future creditor in respect of any Senior Indebtedness) or to any waiver or authorisation or any breach or proposed breach by SMBC of the provisions of the Bonds or the Trust Deed which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Bondholders, or to any modification of these terms and conditions, or the Trust Deed (except as aforesaid) which, in the opinion of the Trustee, is of a formal, minor or technical nature or is made to correct a manifest error. 11 Enforcement At any time after the Bonds become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against SMBC as it may think fit to enforce the terms of the Trust Deed and the Bonds, but it need not take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Bondholders holding at least 25 per cent. in nominal amount of the Bonds outstanding, and (ii) it shall have been indemnified to its satisfaction. No Bondholder may proceed directly against SMBC unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing. 12 Replacement of Certificates If a Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Registrar or such other Transfer Agent as may from time to time be designated by SMBC for the purpose and notice of whose designation is given to Bondholders (in accordance with Condition 13) subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as SMBC may require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Certificates must be surrendered before replacements will be issued. 13 Notices Notices to Bondholders will be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made. 14 The Trustee The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from any obligation to take proceedings to enforce repayment of the Bonds unless indemnified to its satisfaction. The Trustee will be entitled to enter into business transactions with SMBC or any Subsidiary without accounting to the Bondholders for any profit resulting therefrom. In connection with the exercise of its powers, trusts, authorities or discretions (including but not limited to those in relation to any proposed modification, waiver, authorisation, determination or substitution as aforesaid), the Trustee shall have regard to the interests of the Bondholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not have regard to the consequence of such exercise for individual Bondholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. 15 Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act

17 16 Governing Law (a) (b) (c) Governing Law: The Trust Deed and the Bonds are governed by, and shall be construed in accordance with, English law. Jurisdiction: The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Bonds and accordingly any legal action or proceedings arising out of or in connection with the Bonds ( Proceedings ) may be brought in such courts. SMBC has in the Trust Deed irrevocably submitted to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Bondholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). Agent for Service of Process: SMBC has irrevocably appointed the General Manager for the time being of Sumitomo Mitsui Banking Corporation Europe Limited at Temple Court, 11 Queen Victoria Street, London EC4N 4TA, United Kingdom as agent in England to receive service of process in any Proceedings in England based on any of the Bonds. If for any reason SMBC does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Bondholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. 6.I.25 17

18 SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM Initial Issue of Bonds Upon the registration of the Bonds in the name of the common depositary for Euroclear and Clearstream, Luxembourg (the Common Depositary ) or its nominee and delivery of the Global Certificate to the Common Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber with a nominal amount of Bonds equal to the nominal amount thereof which it has subscribed and paid. The Global Certificate is exchangeable (free of charge to the holder) in whole, but not in part, for definitive certificates if the Bonds represented by the Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System ) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so. 6.I.34 Relationship of Accountholders with Clearing Systems Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System as the holder of a Bond represented by the Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or the Alternative Clearing System (as the case may be) for its share of each payment made by SMBC to the holder of the underlying Bonds, and in relation to all other rights arising under the Global Certificate, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg or an Alternative Clearing System (as the case may be). Such persons shall have no claim directly against SMBC in respect of payments due on the Bonds for so long as the Bonds are represented by the Global Certificate and such obligations of SMBC will be discharged by payment to the holder of the underlying Bonds, in respect of each amount so paid. Transfer of Bonds represented by the Global Certificate Transfers of the holding of Bonds represented by the Global Certificate pursuant to Condition 2 may only be made in part if the Bonds represented by the Global Certificate are held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so provided that the registered Bondholder has given the Registrar not less than 30 days notice at its specified office of the registered Bondholder s intention to effect such transfer. 6.I.16 Prescription Claims against SMBC for payment in respect of principal and interest of the Bonds represented by the Global Certificate shall become void unless made within a period of ten years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as such is defined in the Conditions). Amendments to the Conditions The Global Certificate contains provisions that apply to the Bonds that it represents while they are in global form, some of which modify the effect of the terms and conditions of the Bonds set out in this Offering Circular. The following is a summary of those provisions: 1. Meetings The holder of Bonds represented by the Global Certificate shall (unless the Global Certificate represents only one Bond) be treated as being two persons for the purposes of any quorum requirements of a meeting of Bondholders. (All holders of Bonds are entitled to one vote in respect of each 41,000 in nominal amount of Bonds held by such Bondholder, whether or not represented by a Global Certificate.) 2. Cancellation Cancellation of any Bond represented by a Global Certificate that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount represented by the Global Certificate. 18

19 3. Trustee s Powers In considering the interests of Bondholders while the Bonds are registered in the name of any nominee for, or of the common depositary (or its nominee) for, any clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Bonds and may consider such interests as if such accountholders were the registered holders of the Bonds represented by the Global Certificate. 4. Notices So long as the Bonds are represented by the Global Certificate and the Bonds represented by the Global Certificate are registered in the name of a nominee for a clearing system or a common depositary in respect of clearing systems, notices to Bondholders may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions. 19

20 USE OF PROCEEDS The net proceeds from the offering of the Bonds are expected to be approximately 41,239,087,500 (before deduction of expenses relating to the issue) and will be used by SMBC for general corporate purposes. 6.I.33(g) 6.I.33(h) 20

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