SMFG Sumitomo Mitsui Financial Group

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-276219

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2024

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated January 11, 2024)

Sumitomo Mitsui Financial Group, Inc.

(incorporated under the laws of Japan with limited liability)

U.S.$    %

Perpetual Subordinated Notes

We expect to issue an aggregate principal amount of $     of    % perpetual subordinated notes, or the notes. The notes will bear interest commencing    , 2024 initially at the rate of    % per annum, payable semiannually in arrears on June 5 and December 5 of each year, beginning on June 5, 2024 (short first coupon). The rate of interest on the notes will be reset on June 5, 2034 and every date that falls five, or a multiple of five, years thereafter (each such date, an “interest rate reset date”), to a fixed per annum rate equal to the sum of the applicable U.S. Treasury Rate (as defined below) as determined by the calculation agent on the applicable reset determination date (as defined below), plus a margin of    % per annum, payable semiannually in arrears on June 5 and December 5 of each year, beginning on December 5, 2034.

The notes:

As a result of these and other features of the notes, you may lose all or part of your investment in the notes or receive reduced or no interest payments. You should carefully consider the provisions of the notes related to such features and their potential effects before making an investment decision in the notes, and read the risk factors appearing in this document, including those under the heading “Risk Factors—Risks Related to the Notes.”

The notes may only be redeemed at our option, in whole but not in part, (i) on each interest rate reset date at 100% of their original principal amount and (ii) at any time at 100% of their current principal amount for certain regulatory reasons or certain tax reasons, in each case in the circumstances set forth below under “Description of the Notes—Redemption” and subject to the conditions set forth therein, including prior regulatory confirmation, and subject to the principal write-down and subordination provisions of the notes. The notes will not be subject to any sinking fund.

The notes will constitute our direct and unsecured obligations and shall at all times rank pari passu and without any preference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to Senior Indebtedness (as defined below), which term, for the avoidance of doubt, shall include our dated subordinated debt securities.

The notes will be issued only in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof.

We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market. The Luxembourg Stock Exchange’s Euro MTF Market is not a regulated market for the purposes of Directive 2014/65/EU. This prospectus supplement with the accompanying prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.

This prospectus supplement and the accompanying prospectus do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “U.K. Prospectus Regulation”).

Investing in the notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission, or the SEC, and in the “Risk Factors” section beginning on page S-16 of this prospectus supplement before making any decision to invest in the notes.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

The notes will be represented by one or more global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company, or DTC. Beneficial interests in these global certificates will be shown on, and transfers thereof will be effected through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV, or Euroclear, and Clearstream Banking S.A., or Clearstream. Except as described in this prospectus supplement or the accompanying prospectus, notes in definitive certificated form will not be issued in exchange for global certificates.

It is expected that the notes will be delivered in book-entry form only, through the facilities of DTC and its participants, including Euroclear and Clearstream, on or about    , 2024.

Joint Lead Managers and Joint Bookrunners

Prospectus Supplement dated    , 2024

TABLE OF CONTENTS

Prospectus Supplement

Prospectus

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The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, or the FIEA, and are subject to the Act on Special Measures Concerning Taxation of Japan, or the Special Taxation Measures Act. The notes may not be offered or sold in Japan, to any person resident in Japan, or to others for reoffering or resale directly or indirectly in Japan or to a person resident in Japan, for Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan) except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. In addition, the notes are not, as part of the distribution by the underwriters under the applicable underwriting agreement at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act, or a specially-related person of the issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Special Taxation Measures Act. Notwithstanding the aforementioned restriction, pursuant to the Special Taxation Measures Act, SMBC Nikko Securities America, Inc., acting in its capacity as an underwriter, will be permitted to acquire or purchase, as part of the distribution under the underwriting agreement of the notes, the remainder of the notes from any of the other underwriters, where such other underwriter has failed to sell to subsequent purchasers all of the notes that it acquired or purchased from us in its capacity as an underwriter.

Interest payments on the notes will generally be subject to Japanese withholding tax unless it is established that the notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the issuer, (ii) a Japanese financial institution designated in Article 6, Paragraph (11) of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3, Paragraph (6) of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.

Interest payments on the notes to an individual resident of Japan, to a Japanese corporation (except as described in the preceding paragraph), or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of the issuer will be subject to deduction in respect of Japanese income tax at a rate of 15.315% (15% on or after January 1, 2038) of the amount of such interest.

Representation by Investor upon Distribution

By subscribing to any notes, an investor will be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures Act or (ii) a Japanese financial institution, designated in Article 6, Paragraph (11) of the Special Taxation Measures Act.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area, or the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended, or MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, or the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended, or the PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail

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investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO U.K. 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, or the U.K. 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 EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended, or the FSMA, and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA, or the U.K. PRIIPs Regulation, for offering or selling the notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation.

In addition, this prospectus supplement and the accompanying prospectus are being distributed only to and are directed only at persons located outside the U.K. or in the U.K. to (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Financial Promotion Order; or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This prospectus supplement and the accompanying prospectus must not be acted on or relied on in the U.K. by persons who are not relevant persons. In the U.K., any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate is only available to, and will be engaged in with, relevant persons.

Notification under section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”) — The notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Neither this prospectus supplement nor the accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than:

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and also adds to, updates and changes information contained in the prospectus dated January 11, 2024 and filed with the SEC on January 12, 2024, and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the “accompanying prospectus.” The accompanying prospectus contains a description of the senior debt securities, dated subordinated debt securities and perpetual subordinated debt securities and gives more general information, some of which may not apply to the notes. If the description of the notes in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

We have not, and the underwriters have not, authorized any other person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. We are not making, nor are the underwriters making, an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

Copies of the documents incorporated by reference in this prospectus supplement as of the date of this prospectus supplement will be available free of charge at the offices of the trustee and on the website of the Luxembourg Stock Exchange (www.luxse.com). This prospectus supplement may only be used for the purposes for which it has been published.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain in a number of places forward-looking statements regarding our intent, belief or current expectations of our management with respect to the future results of operations and financial condition of us, SMBC and our respective group companies, including without limitation future loan loss provisions and financial support to borrowers. In many cases but not all, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “target,” “will” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements, which include statements contained in “Item 3. Key Information—Risk Factors,” “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures about Credit, Market and Other Risk” of our annual report on Form 20-F for the fiscal year ended March 31, 2023, reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions, including the risk factors described in this prospectus supplement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described here as anticipated, believed, estimated, expected or intended.

We have identified some of the risks inherent in forward-looking statements in “Item 3. Key Information—Risk Factors” of our most recent annual report on Form 20-F and in the “Risk Factors” section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement, and you should not consider these to be a complete set of all potential risks or uncertainties.

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The forward-looking statements included or incorporated by reference in this prospectus supplement are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Our primary financial statements for SEC reporting purposes are prepared on an annual and semi-annual basis in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS, while our financial statements for reporting in our jurisdiction of incorporation and Japanese bank regulatory purposes are prepared on an annual and quarterly basis in accordance with accounting principles generally accepted in Japan, or Japanese GAAP.

Financial information for us contained or incorporated by reference herein is presented in accordance with IFRS or Japanese GAAP, as specified herein or in the relevant document being incorporated by reference. Financial information for SMBC contained or incorporated by reference herein is presented in accordance with Japanese GAAP. See “Incorporation by Reference” for a list of documents being incorporated by reference herein.

IFRS and Japanese GAAP differ in certain respects from each other and from generally accepted accounting principles in the United States, or U.S. GAAP, and in other countries. For a description of certain differences between IFRS and Japanese GAAP, see “Item 5.A. Operating Results—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the SEC. You should consult your own professional advisers for a more complete understanding of the differences between IFRS, Japanese GAAP, U.S. GAAP and the generally accepted accounting principles of other countries and how those differences might affect the financial information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus.

In this prospectus supplement, where IFRS financial information is presented in millions, billions or trillions of yen or thousands, millions or billions of dollars, amounts of less than one thousand, one million, one billion or one trillion, as the case may be, have been rounded. Where Japanese GAAP financial information is presented in millions of yen or thousands or millions of dollars, amounts of less than one thousand or one million, as the case may be, have been truncated. Where Japanese GAAP financial information is presented in billions or trillions of yen or billions of dollars, amounts of less than one billion or one trillion, as the case may be, have been rounded, except for information of SMBC Nikko Securities Inc., or SMBC Nikko Securities, the amounts of which have been truncated. Accordingly, the total of each column of figures may not be equal to the total of the individual items. All percentages have been rounded to the nearest percent, one-tenth of one percent or one-hundredth of one percent, as the case may be, except for capital ratios, which have been truncated.

Unless otherwise specified or required by the context: references to “days” are to calendar days; references to “years” are to calendar years and to “fiscal years” are to our fiscal years ending on March 31; references to “$,” “U.S.$,” “dollars” and “U.S. dollars” are to United States dollars, references to “yen” and “¥” are to Japanese yen and references to “€” are to the euro, the currency of those member states of the European Union that are participating in the European Economic and Monetary Union pursuant to the Treaty on European Union. Unless otherwise specified, when converting currencies into yen we use Sumitomo Mitsui Banking Corporation’s median exchange rates for buying and selling spot dollars, or other currencies, by telegraphic transfer against yen as determined at the end of the relevant fiscal period. Unless otherwise specified or required by the context, “SMFG,” the “issuer,” “we,” “us,” “our,” and similar terms refer to Sumitomo Mitsui Financial Group, Inc. as well as to its subsidiaries. “SMBC” refers to Sumitomo Mitsui Banking Corporation, which is one of our commercial banking subsidiaries, or to Sumitomo Mitsui Banking Corporation and its subsidiaries, taken as a

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whole, as the context requires. References to “non-consolidated” information are to the financial information solely of SMBC. References to the “SMBC Group” are to us and our subsidiaries and affiliates taken as a whole.

In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

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RISK FACTORS

Investing in the notes involves risks. You should consider carefully the risks relating to the notes described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the notes. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, the trading price and liquidity of the notes offered could decline, and the rights of holders of the notes may be adversely affected, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in the notes. Prospective investors should consult their own financial and legal advisers about risks associated with investment in the notes and the suitability of investing in the notes in light of their particular circumstances. As used in this section, unless the context otherwise requires, references to “we,” “us,” “our” and similar terms refer only to Sumitomo Mitsui Financial Group, Inc. and not any of its subsidiaries.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this prospectus supplement and in “Item 3. Key Information—Risk Factors” of our annual report on Form 20-F for the fiscal year ended March 31, 2023.

Risks Related to the Notes

The notes have no fixed maturity and no mandatory date for redemption and you do not have any right to require us to redeem the notes or accelerate the repayment of the principal amount of the notes.

The notes are perpetual securities and have no fixed maturity date or mandatory redemption date. Moreover, you do not have any right to require us to redeem the notes. There are no events of default or acceleration under the terms of the notes, and under no circumstances will you be able to accelerate the repayment of the principal amount of the notes, including in cases where we effect a cancellation of interest or a write-down of principal on the notes occurs. While we may exercise our option to redeem the notes in our absolute discretion subject to certain conditions, if the notes scheduled for redemption subsequently become subject to a principal write-down or a Liquidation Event (as defined below), or prior confirmation of the FSA with respect to the redemption is not obtained or is withdrawn or annulled for any reason, the redemption will be nullified and you will not receive any amount of redemption proceeds.

Any recovery for payments owed under the notes will only be required upon the occurrence of a Liquidation Event (and even then, only if, and to the extent that, the notes do not become subject to a principal write-down). As described under “Description of the Notes—Subordination,” a “Liquidation Event” means a liquidation proceeding (seisan), excluding a special liquidation proceeding (tokubetsu seisan), having been commenced by or in respect of us under the Companies Act. A liquidation proceeding (seisan) is a procedure under the Companies Act for winding up the affairs of a corporation, including the disposal of assets, repayment of debts and distribution of residual assets to shareholders, implemented by a liquidator without the supervision of a court. In cases where the liabilities of the corporation may exceed its assets, the corporation may be required by law to undergo a court-supervised special liquidation proceeding (tokubetsu seisan) under the Companies Act. The commencement of a special liquidation proceeding (tokubetsu seisan) by or with respect to us is one of the events constituting a Bankruptcy Event (as defined herein) under the notes. See “Description of the Notes—Write-Downs and Write-Ups of the Notes—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event.”

If a Liquidation Event occurs and is continuing, you will only be entitled to a Liquidation Claim, and any payments with respect to such Liquidation Claim will be subject to various conditions, including that they shall not exceed the applicable Liquidation Distributable Amount (as defined below), and may not be paid. Accordingly, we are under no obligation to repay or redeem (in whole or in part) the principal amount of the

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notes at any time prior to a Liquidation Event and, even upon the occurrence of such Liquidation Event, no payment may be made in respect of a Liquidation Claim unless certain conditions have been satisfied. As a result, you may not receive any repayment of principal of the notes. See “—Subordination of the notes could impair investors’ ability to receive payment.”

Given these features of the notes, a sale of your notes in the secondary market may be the only means to recover your investment in the notes. In addition to the customary risks of illiquidity in the market for a new issue of securities, the notes are complex financial instruments that may be especially susceptible to illiquid secondary markets and significant fluctuations in secondary trading prices, in part due to market perceptions or predictions of interest cancellation and redemption scenarios, or changes in, or regulatory and supervisory determinations about, our financial condition and capital position, that are inherently difficult to predict. See “—The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all.” Furthermore, the notes contain permanent and temporary write-down features, described in detail below under “—Description of the Notes—Write-Downs and Write-Ups of the Notes,” which, if triggered, would cause you to lose the value of your investment in part or in whole, and the circumstances surrounding the triggering of which are also inherently difficult to predict. As a result of these factors, you may not find buyers for your notes at prices close to their principal amount or at any price.

The notes contain non-viability loss absorption provisions which subject the notes to a contractual Write-Down and Cancellation upon the occurrence of a Non-Viability Event. As a result of a Write-Down and Cancellation, you may lose the entire value of your investment.

In March 2014, the FSA amended the Deposit Insurance Act to establish an orderly resolution regime for financial institutions and provide a framework for resolving financial institutions, including financial holding companies, such as us, and operating banks. Such framework includes measures that may be applied to a financial institution prior to its failure, although there is no assurance that such measures would be applied in any given situation, and orderly resolution measures for financial institutions that have already failed or are likely to fail.

In connection with the amendment of the Deposit Insurance Act in March 2014, the FSA also made an announcement clarifying the requirement of loss absorbency at the point of non-viability for Additional Tier 1 and Tier 2 instruments under Basel III. According to the FSA’s announcement, Additional Tier 1 and Tier 2 instruments under Basel III issued by a financial holding company, such as us, must be written down or converted into common shares when the Prime Minister of Japan confirms (nintei) that “Specified Item 2 measures (tokutei dai nigo sochi)” which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (including any successor articles thereto), as then in effect, need to be applied to the financial holding company.

The notes are intended to qualify as our Additional Tier 1 Capital and contain non-viability loss absorption provisions. Under such non-viability loss absorption provisions, if a Non-Viability Event occurs, the notes will be subject to a Write-Down and Cancellation on the Write-Down and Cancellation Date, which means that the full principal amount of the notes will be permanently written down to zero, the notes will be cancelled and the holders and beneficial owners of the notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of or interest on the notes (including additional amounts with respect thereto, if any) unless such payments have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid. By your purchase or acquisition of the notes, you will be deemed to have agreed to be bound by any Write-Down and Cancellation triggered by any such confirmation made by the Prime Minister of Japan.

A “Non-Viability Event” for purposes of the notes will be deemed to have occurred at the time that the Prime Minister of Japan, following deliberation by Japan’s Financial Crisis Response Council pursuant to the Deposit Insurance Act, confirms (nintei) that the “Specified Item 2 measures (tokutei dai nigo sochi)” need to be applied

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to us under circumstances where our liabilities exceed or are likely to exceed our assets, or we have suspended or are likely to suspend payment of our obligations.

See “Description of the Notes—Write-Downs and Write-Ups of the Notes—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event.”

If a Non-Viability Event occurs, it is expected that a Write-Down and Cancellation would take place before the determination on the treatment of SMFG’s remaining liabilities, shares or other securities without similar write-down features. Upon the occurrence of a Non-Viability Event, a Write-Down and Cancellation of the notes will occur irrespective of whether we have, or are restructured solely by such Write-Down and Cancellation to have, sufficient assets available to fulfill our obligations under, or settle the claims of holders of, the notes or other liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Non-Viability Event. Under current Japanese laws and regulations, liabilities or shares which do not contain similar write-down provisions will generally not be subject to any write-down or conversion to common shares, unless we become subject to court-administered insolvency proceedings (which may not occur as a result of the occurrence of a Non-Viability Event). Further, under current Japanese insolvency laws, even if we become subject to court-administered insolvency proceedings after the occurrence of a Non-Viability Event, it may still be the case that liabilities or shares which do not contain similar write-down provisions do not become subject to write-down or conversion in such insolvency proceeding. As a result, holders of the notes may recover less ratably, if at all, than holders of liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, or may not recover at all.

You should be aware that, except for claims for payments under the notes that have become due and payable prior to the occurrence of a Non-Viability Event and remain unpaid, upon the occurrence of such Non-Viability Event, the holders or beneficial owners of the notes will have no rights whatsoever under the Indenture or the notes to take any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to the holders or beneficial owners of the notes by us under, or in connection with, the notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon the occurrence of a Non-Viability Event, the holders or beneficial owners of the notes will not receive any shares or other participation rights in SMFG or be entitled to any other participation in the upside potential of any equity or debt securities of SMFG, or be entitled to any compensation in the event of any change in SMFG’s potential recovery.

A Non-Viability Event in respect of the notes may result from the non-viability or the deterioration of our material subsidiaries, which may trigger the loss absorption provisions of internal TLAC instruments or regulatory capital instruments issued by such material subsidiaries.

In November 2015, the Financial Stability Board, or the FSB, published its final Total Loss-Absorbing Capacity standards, or the TLAC standards. The final TLAC standards define certain minimum requirements for instruments and liabilities so that if a global systemically important bank, or G-SIB, fails, it will have sufficient loss absorbing and recapitalization capacity available in resolution. For more information regarding the FSB’s final TLAC standards, see “Item 4. Information on the Company—4.B. Business Overview—Regulations in Japan—Regulations Regarding Capital Adequacy and Liquidity—Capital Adequacy Requirement” in our annual report on Form 20-F for the fiscal year ended March 31, 2023, which is incorporated by reference herein.

In March 2019, the FSA published its public ministerial announcements, regulatory guidelines and related documents for the implementation of the TLAC standards in Japan, which we refer to herein as the Japanese TLAC Standards. The Japanese TLAC Standards apply to Covered SIBs, which includes (i) Japanese G-SIBs, such as us, which are designated as G-SIBs by the FSA in accordance with the designation by the FSB, and

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(ii) any domestic systemically important bank in Japan, or Japanese D-SIB, that has been deemed to be in particular need for a cross-border resolution arrangement and as having particular systemic significance to the Japanese financial system if it fails. The Japanese TLAC Standards have applied to Japanese G-SIBs from March 31, 2019.

Under the FSB’s TLAC standards and the Japanese TLAC Standards, entities designated by the FSA as entities that would enter into domestic resolution proceedings for Japanese G-SIBs, or the Domestic Resolution Entities, are required:

In our case, the FSA designated SMFG as our Domestic Resolution Entity, which makes SMFG subject to the external TLAC requirements. The FSA also designated SMBC and SMBC Nikko Securities as our material subsidiaries in Japan, for which we are required to maintain a certain level of internal TLAC.

In line with the Japanese TLAC Standards, we intend (i) for the notes to qualify as external TLAC instruments and (ii) to use the proceeds of the offering of the notes to extend a perpetual subordinated loan, intended to qualify as internal TLAC, to SMBC, which is designated as one of our material subsidiaries in Japan. In accordance with the Japanese TLAC Standards, the perpetual subordinated loan will have a contractual loss absorption provision that will act to discharge or extinguish the loan upon a determination by the FSA that SMBC is non-viable due to material deterioration of its financial condition after recognizing that its liabilities exceed or are likely to exceed its assets, or that it has suspended or is likely to suspend payment of its obligations. The perpetual subordinated loan is also intended to qualify as Additional Tier 1 Capital for SMBC, and as such will contain going concern write-down and non-viability and bankruptcy write-down provisions that are designed to satisfy the loss absorbency requirements for Additional Tier 1 Capital under the Applicable Capital Adequacy Regulations (as defined below) and are similar to the write-down provisions of the notes.

In part because of their contractual loss absorbency features, both the notes and the perpetual subordinated loan are expected to contribute to the resolvability of the SMBC Group, consistent with the FSA’s framework for resolving financial institutions as described in the explanatory paper “The FSA’s Approach to Introduce the TLAC Framework,” which was published by the FSA in April 2016 and revised in April 2018. There, the FSA identified Single Point of Entry, or SPE, resolution, in which resolution powers are applied to the ultimate holding company of a banking group by a single national resolution authority, as the preferred strategy for resolving currently designated G-SIBs in Japan. Under a possible model for SPE resolution of Japanese G-SIBs described in the Japanese TLAC Standards, if, with respect to a material subsidiary of a Japanese G-SIB that is designated as systemically important by the FSA, the FSA issues to the Domestic Resolution Entity of the Japanese G-SIB an order concerning the restoration of financial soundness, including recapitalization of, and restoration of liquidity to, such material subsidiary, such material subsidiary’s internal TLAC instruments will be written down or, if applicable, converted into common shares in accordance with the applicable contractual loss absorption provisions of such internal TLAC instruments. The FSA may issue such an order pursuant to Article 52-33, Paragraph 1 of the Banking Act of Japan, or the Banking Act, upon its determination that the material subsidiary is non-viable due to a material deterioration in its financial condition after recognizing that its liabilities exceed or are likely to exceed its assets, or that it has suspended or is likely to suspend payment of its

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obligations. In addition, under the Applicable Capital Adequacy Regulations and pursuant to the applicable contractual loss absorption provisions of any regulatory capital instruments issued by such material subsidiary, such instruments may be written down or, if applicable, converted into common shares if the subsidiary’s regulatory capital ratio falls below a certain level or the Prime Minister of Japan recognizes that the subsidiary is non-viable and confirms that certain measures need to be applied to such subsidiary under the Deposit Insurance Act.

Following the write-down or conversion into common shares of internal TLAC instruments or regulatory capital instruments of the relevant material subsidiary, the relevant Domestic Resolution Entity’s liabilities may exceed its assets or it may suspend payment of its obligations. Under the Deposit Insurance Act, if the Prime Minister of Japan recognizes that liabilities of a financial institution, including a currently designated Domestic Resolution Entity, exceed or are likely to exceed its assets, or that it has suspended or is likely to suspend payment of its obligations and further recognizes that the failure of such financial institution may cause significant disruption in the financial markets or other financial systems in Japan, following deliberation by Japan’s Financial Crisis Response Council, the Prime Minister of Japan may confirm that the Specified Item 2 Measures should be applied to such financial institution. Any such confirmation by the Prime Minister of Japan triggers the non-viability loss absorption provisions of Basel III Additional Tier 1 and Tier 2 instruments issued by the financial institution, causing such instruments to be written down or, if applicable, converted into common shares. See “Item 4. Information on the Company—4.B. Business Overview—Regulations in Japan—Regulations for Stabilizing the Financial System—Deposit Insurance System” in our annual report on Form 20-F for the fiscal year ended March 31, 2023, which is incorporated by reference herein.

In the context of the notes, such confirmation by the Prime Minister of Japan triggers a Non-Viability Event and the notes will be subject to a Write-Down and Cancellation on the Write-Down and Cancellation Date which means that the full principal amount of the notes will be permanently written down to zero, the notes will be cancelled and the holders and beneficial owners of the notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of or interest on the notes (including additional amounts with respect thereto, if any) unless such payments have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid as described above.

The circumstances surrounding or triggering a Non-Viability Event are unpredictable. Holders of the notes will only receive notice of a Non-Viability Event after it has occurred.

The occurrence of a Non-Viability Event, and therefore a Write-Down and Cancellation of the notes, is inherently unpredictable and depends on a number of factors that may be beyond our control. The occurrence of a Non-Viability Event is dependent upon, among other things, a determination by the Prime Minister of Japan, following deliberation by Japan’s Financial Crisis Response Council, regarding our viability, or the viability of one or more of our subsidiaries, and the risk that any failure may cause significant disruption in the financial markets or other financial systems in Japan. Under the Japanese TLAC Standards and the Applicable Capital Adequacy Regulations, as a possible model of a resolution of Japanese G-SIBs under the SPE resolution strategy, the application of the Specified Item 2 Measures under the Deposit Insurance Act to us may result from, among other things the non-viability of SMBC or any of our other material subsidiaries that are designated as systemically important by the FSA or that are subject to TLAC requirements or similar requirements by the relevant foreign authorities, which may trigger the loss absorption provisions of internal TLAC instruments or regulatory capital instruments issued by such material subsidiaries. See “—A Non-Viability Event in respect of the notes may result from the non-viability of our material subsidiaries, which may trigger the loss absorption provisions of internal TLAC instruments or regulatory capital instruments issued by such material subsidiaries.” However, according to the Japanese TLAC Standards and the Applicable Capital Adequacy Regulations, the actual measures to be taken with respect to a Japanese G-SIB shall be determined by the relevant authorities on a case-by-case basis after taking into consideration the Japanese G-SIB’s actual condition, and, as a result, it is difficult to predict when, if at all, the Prime Minister of Japan may confirm that Specified Item 2 Measures need to be applied to us, which would trigger the occurrence of a Non-Viability Event. In addition, the application of

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the Specified Item 2 Measures or other orderly resolution measures under the Deposit Insurance Act is untested and will be subject to interpretation and application by the relevant regulatory and supervisory authorities in Japan. Moreover, it is uncertain how the relevant authorities would determine (for purposes of confirming the application of the Specified Item 2 Measures) that our liabilities exceed or are likely to exceed our assets, or that we have suspended or are likely to suspend payment of our obligations, which determination would trigger a Non-Viability Event under the notes, and it is possible that particular circumstances that seem similar may result in different outcomes. To illustrate, it is possible that the FSA and the Prime Minister of Japan could determine to apply Specified Item 2 Measures to us in a situation where one of our material subsidiaries has become non-viable (for example, due to the write-off of internal TLAC instruments or regulatory capital instruments issued by such material subsidiary), notwithstanding the fact that our regulatory capital ratios are sufficiently higher than the minimum requirements. Our creditors, including holders of the notes, may encounter difficulty in challenging the application of the Specified Item 2 Measures or other orderly resolution measures to us, including the occurrence of a Non-Viability Event.

Furthermore, due to the inherent uncertainty regarding whether a Non-Viability Event will occur, it will be difficult to predict when, if at all, a Write-Down and Cancellation of the notes may occur. Accordingly, the market value of the notes may not necessarily be evaluated in a similar manner as other types of subordinated securities. In addition, the trading behavior of the notes may not necessarily follow the trading behavior of other types of subordinated securities. Any indication that we are approaching circumstances that could result in the occurrence of a Non-Viability Event can be expected to have an adverse effect on the market price and liquidity of the notes. See “—The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all.”

Although we have agreed to notify the holders and beneficial owners of the notes through DTC and the trustee on the date of or as soon as practicable after the occurrence of a Non-Viability Event, there will be a delay between the occurrence of the Non-Viability Event and the time that DTC processes any relevant write-down and cancellation notice and the holders and beneficial owners of the notes and the trustee are notified of the occurrence of the Non-Viability Event. Notwithstanding any such delay, the holders or beneficial owners of the notes will not have any rights against us upon the occurrence of the Non-Viability Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the notes that have become due and payable prior to the occurrence of the Non-Viability Event and remain unpaid.

The notes contain bankruptcy loss absorption provisions which subject the notes to a contractual Write-Down and Cancellation upon the occurrence of a Bankruptcy Event. As a result of a Write-Down and Cancellation, you may lose the entire value of your investment. Holders of the notes will only receive notice of a Bankruptcy Event after it has occurred.

The notes are intended to qualify as our Additional Tier 1 Capital and contain bankruptcy loss absorption provisions. Under such provisions, if a Bankruptcy Event occurs, the notes will be subject to a Write-Down and Cancellation immediately upon the occurrence of a Bankruptcy Event, which means that the full principal amount of the notes will be permanently written down to zero, the notes will be cancelled and the holders and beneficial owners of the notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of or interest on the notes (including additional amounts with respect thereto, if any) unless such payments have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid.

A “Bankruptcy Event” for purposes of the notes will be deemed to have occurred when bankruptcy proceedings, corporate reorganization proceedings, civil rehabilitation proceedings or special liquidation proceedings (tokubetsu seisan) in Japan, or other equivalent proceedings pursuant to any applicable law of any jurisdiction other than Japan, are commenced against us, as more fully defined in “Description of the Notes—Definitions.”

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See “Description of the Notes—Write-Downs and Write-Ups of the Notes—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event.”

Upon the occurrence of a Bankruptcy Event, a Write-Down and Cancellation of the notes will occur irrespective of whether we have, or are restructured solely by such Write-Down and Cancellation to have, sufficient assets available to fulfill our obligations under, or settle the claims of holders of the notes or other liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Bankruptcy Event. Under current Japanese laws and regulations, it may be the case that such liabilities or shares which do not contain similar write-down provisions do not become subject to write-down or conversion in an insolvency proceeding. As a result, holders of the notes may recover less ratably, if at all, than holders of liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, or may not recover at all.

You should be aware that, except for claims for payments under the notes that have become due and payable prior to the occurrence of a Bankruptcy Event and remain unpaid, upon the occurrence of such Bankruptcy Event, the holders or beneficial owners of the notes will have no rights whatsoever under the Indenture or the notes to take any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to the holders or beneficial owners of the notes by us under, or in connection with, the notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving us or have any ability to initiate or participate in any such proceedings. Upon the occurrence of a Bankruptcy Event, the holders or beneficial owners of the notes will not receive any shares or other participation rights in SMFG or be entitled to any other participation in the upside potential of any equity or debt securities of SMFG, or be entitled to any compensation in the event of any change in SMFG’s potential recovery.

Although we have agreed to notify the holders and beneficial owners of the notes through DTC and the trustee on the date of or as soon as practicable after the occurrence of a Bankruptcy Event, there will be a delay between the occurrence of Bankruptcy Event and the time that DTC processes any relevant write-down and cancellation notice and the holders and beneficial owners of the notes and the trustee are notified of the occurrence of the Bankruptcy Event. Notwithstanding any such delay, the holders or beneficial owners of the notes will not have any rights against us immediately upon the occurrence of the Bankruptcy Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the notes that have become due and payable prior to the occurrence of the Bankruptcy Event and remain unpaid.

The notes contain going concern loss absorption provisions which subject them to a contractual Going Concern Write-Down upon the occurrence of a Capital Ratio Event. As a result of a Going Concern Write-Down, you may lose the entire value of your investment.

The notes are intended to qualify as our Additional Tier 1 Capital and contain going concern loss absorption provisions designed to absorb losses if our Consolidated Common Equity Tier 1 Capital Ratio falls below a specified trigger level. Under such going concern loss absorption provisions, if a Capital Ratio Event occurs, the notes will be subject to a Going Concern Write-Down, which means that the principal amount of the notes will be written down by an amount equal to the relevant Going Concern Write-Down Amount and the holders and beneficial owners of the notes will be deemed to have irrevocably waived their right to claim or receive any payments of principal of the notes to the extent of the relevant Going Concern Write-Down Amount or interest thereon (including additional amounts with respect thereto, if any) unless such payments have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid. Interest shall continue to accrue on the notes based on the relevant Current Principal Amount of the notes after a Capital Ratio Event, and interest amounts shall be calculated in accordance with the interest calculation methodology described in “Description of

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the Notes—Principal and Interest for the Notes—General,” subject to necessary amendments and recalculations pursuant to the more specific rules described in “Description of the Notes—Principal and Interest for the Notes—Calculating Interest Payments upon the Occurrence of a Capital Ratio Event and/or Write-Up of the Notes.” You should be aware that, under the aforementioned calculation methodology, including rounding conventions and the applicable interest rate, the amount of interest payable for an interest period may be zero, as the case may be if the Current Principal Amount of the notes after a Going Concern Write-Down is reduced significantly, for example, to one cent per $1,000 of Original Principal Amount (the lowest amount to which the Current Principal Amount of the notes may be reduced under the terms of the Indenture and the notes).

A “Capital Ratio Event” for purposes of the notes will be deemed to have occurred if we publicly announce (including without limitation by way of a public announcement made in accordance with applicable law or the rules of a relevant securities exchange) that our Consolidated Common Equity Tier 1 Capital Ratio, calculated by us pursuant to the Applicable Capital Adequacy Regulations, has fallen below 5.125%, except where, prior to such public announcement, we submit a plan to the FSA under which our Consolidated Common Equity Tier 1 Capital Ratio is expected to increase above 5.125% in the absence of a Going Concern Write-Down of the notes, and the FSA approves such plan.

The “Going Concern Write-Down Amount” for purposes of the notes is an amount determined by us in consultation with the FSA that would be sufficient to restore our Consolidated Common Equity Tier 1 Capital Ratio above 5.125% by effecting a write-down (or conversion into equity, if applicable) on a pro rata basis of the notes and our other outstanding instruments qualifying as our Additional Tier 1 Capital and which are subject to a similar write-down (or conversion into equity, if applicable) triggered by the same Capital Ratio Event. If such amount is equal to or greater than the Current Principal Amount of the notes per $1,000 in Original Principal Amount, then the Current Principal Amount of the notes per $1,000 in Original Principal Amount will be reduced to one cent per $1,000 of the Original Principal Amount. See the full definition of “Going Concern Write-Down Amount” as set forth in “Description of the Notes—Write-Downs and Write-Ups of the Notes—Going Concern Write-Down upon a Capital Ratio Event.”

Upon the occurrence of a Capital Ratio Event, a Going Concern Write-Down of the notes will occur irrespective of whether we have, or are restructured solely by such Going Concern Write-Down to have, sufficient assets available to fulfill our obligations under, or settle the claims of holders of, the notes or other liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, and irrespective of whether such other liabilities or shares remain outstanding after the occurrence of the Capital Ratio Event. Under current Japanese laws and regulations, liabilities or shares which do not contain similar write-down provisions will generally not be subject to any write-down or conversion to common shares, unless we become subject to court-administered insolvency proceedings (which may not occur as a result of the occurrence of a Capital Ratio Event). Further, under current Japanese insolvency laws, even if we become subject to court-administered insolvency proceedings after the occurrence of a Capital Ratio Event, it may be the case that liabilities or shares which do not contain similar write-down provisions do not become subject to write-down or conversion in such insolvency proceeding. As a result, holders of the notes may recover less ratably, if at all, than holders of liabilities that rank effectively pari passu with or junior to the notes, or any classes of common shares or preferred shares, in each case which do not contain similar write-down provisions, or may not recover at all.

Furthermore, there is inherent uncertainty regarding the determination of the Going Concern Write-Down Amount. There has been no implementation to date under the Japanese banking regulations of a going concern write-down of Additional Tier 1 debt securities. The amount that would be sufficient to restore our Consolidated Common Equity Tier 1 Capital Ratio above 5.125% is not necessarily the exact amount by which it exceeds 5.125%, and will be determined by us in consultation with the FSA and taking all other relevant considerations applicable at the relevant time. It is uncertain as to what level above 5.125% would be considered sufficient to restore our Consolidated Common Equity Tier 1 Capital Ratio at any time, and it is possible that similar circumstances may lead to different results. As a result, it is difficult to predict the level of any Going Concern Write Down Amount that may be determined upon occurrence of a Capital Ratio Event.

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You should be aware that, except for claims for payments under the notes that have become due and payable prior to the occurrence of a Capital Ratio Event and remain unpaid, or to the extent of any remaining principal amount of the notes, upon the occurrence of a Capital Ratio Event, the holders or beneficial owners of the notes will have no rights whatsoever under the Indenture or the notes to take any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever, may not exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to the holders or beneficial owners of the notes by us under, or in connection with, the notes, and will not be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving us or have any ability to initiate or participate in any such proceedings, in each case, to the extent such right, instruction, exercise, claim and pleading, pertains to principal of the notes that have been or will be subject to a Going Concern Write-Down as a result of Capital Ratio Event having occurred, or interest thereon. Upon the occurrence of a Capital Ratio Event, the holders or beneficial owners of the notes will not receive any shares or other participation rights in SMFG or be entitled to any other participation in the upside potential of any equity or debt securities of SMFG, or be entitled to any compensation in the event of any change in SMFG’s potential recovery, except for any optional write-up.

Moreover, although the notes have an optional write-up feature which permits us to reinstate part or all of the principal of notes that has been written down in one or more Going Concern Write-Downs, subject to certain conditions more fully described herein (see “Description of the Notes—Write-Downs and Write-Ups of the Notes—Write-Up upon a Write-Up Event”), such write-up option is subject to our sole discretion and may not be exercised in practice following any Going Concern Write-Down. You should not invest in the notes with the expectation that we will exercise this option.

The terms of the notes also provide that if the notes have been subject to one or more Going Concern Write-Downs, unless the principal amount of the notes has been reinstated in full by one or more write-ups, we will not be able to exercise our option to redeem the notes on the first interest rate reset date or every date that falls five, or a multiple of five, years thereafter. On the other hand, we will continue to have the option to redeem at any time the notes in whole, but not in part, upon the occurrence of certain tax events or our determination that there is more than an insubstantial risk that the notes may no longer be partially or fully included in our Additional Tier 1 Capital. See “Description of the Notes—Redemption” and “—The notes may be redeemed at our option in certain situations.”

The circumstances surrounding or triggering a Capital Ratio Event are unpredictable. Holders of the notes will only receive notice of a Capital Ratio Event after it has occurred.

The occurrence of a Capital Ratio Event, and therefore a Going Concern Write-Down of the notes, is inherently unpredictable and depends on a number of factors that may be beyond our control.

A Capital Ratio Event will occur on any date on which we publicly announce that our Consolidated Common Equity Tier 1 Capital Ratio has fallen below 5.125%, except where, prior to such public announcement, we submit a plan to the FSA under which our Consolidated Common Equity Tier 1 Capital Ratio is expected to increase above 5.125% in the absence of a Going Concern Write-Down of the notes, and the FSA approves such plan. Currently, we publicly report our Consolidated Common Equity Tier 1 Capital Ratio on a quarterly basis about 45 days after the end of each of our financial quarters. However, under applicable Japanese banking regulations, we may also be required by the FSA to publicly report our Consolidated Common Equity Tier 1 Capital Ratio on any other date, for example, following the completion of an inspection of us by the FSA.

Changes in our Consolidated Common Equity Tier 1 Capital Ratio may be caused by changes in the amount of our Consolidated Common Equity Tier 1 Capital and/or risk-weighted assets. Accordingly, our Consolidated Common Equity Tier 1 Capital Ratio could be affected by one or more factors, including changes in, or our decisions relating to, our business and our future earnings, dividend payments and share buybacks, regulatory changes (including changes to definitions, interpretations and calculations of regulatory capital ratios and their components, including Consolidated Common Equity Tier 1 Capital and risk-weighted assets), revisions to

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models used by us to calculate our capital requirements (or revocation of, or amendments to, the regulatory permissions for using such models), actions that we are required to take at the discretion of the FSA or other relevant Japanese supervisory authorities, accounting rule changes, tax law changes, our decision or ability to manage risk-weighted assets in our ongoing businesses as well as businesses we newly enter in the future and those we may seek to exit, our decision or ability to refinance regulatory capital instruments under terms and conditions similar or more favorable compared to prior financing, securities market fluctuations, and foreign currency movements. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Failure to satisfy capital adequacy requirements could constrain our and SMBC’s operations” and “Item 4.B. Information on the Company—Business Overview—Regulations in Japan—Regulations Regarding Capital Adequacy and Liquidity” in our most recent annual report on Form 20-F.

Any of the foregoing and other changes and variables may individually or in the aggregate negatively affect our Consolidated Common Equity Tier 1 Capital Ratio and thus increase the risk of a Capital Ratio Event at any time, the occurrence of which would lead to a Going Concern Write-Down, as a result of which you could lose all or part of the value of your investment in the notes. The market price of the notes is expected to be affected by changes in our Consolidated Common Equity Tier 1 Capital Ratio. We may decide not to take any measures, including raising capital at a time when it is feasible to do so, even if our failure to take such an action would result in the occurrence of a Capital Ratio Event. Our decisions could cause you to lose all or part of the value of your investment in the notes due to their effect on our Consolidated Common Equity Tier 1 Capital Ratio, but you will not have any claim against us relating to such decisions, even if they result in the occurrence of a Capital Ratio Event. In making such decisions, our interests may not be aligned with those of the holders or beneficial owners of the notes.

Because of the inherent uncertainty regarding whether a Capital Ratio Event will occur, it will be difficult to predict when, if at all, a Going Concern Write-Down may occur. Accordingly, the market value of the notes may not necessarily be evaluated in a manner similar to other types of debt securities issued by non-financial institutions or by financial institutions subject to different regulatory regimes. In addition, the trading behavior of the notes may not necessarily follow the trading behavior of other types of securities. Any indication or perception that we are approaching circumstances that could result in a Capital Ratio Event occurring may also have an adverse effect on the market price and liquidity of the notes. See “—The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all.”

Although we have agreed to notify the holders and beneficial owners of the notes through DTC and the trustee on the date of or as soon as practicable after the occurrence of a Capital Ratio Event, there will be a delay between the occurrence of the Capital Ratio Event and the time that DTC processes any relevant write-down notice and the holders and beneficial owners of the notes and the trustee are notified of the occurrence of the Capital Ratio Event. Notwithstanding any such delay, the holders or beneficial owners of the notes will not have any rights against us with respect to the relevant Going Concern Write-Down Amount or interest thereon upon the occurrence of the Capital Ratio Event nor any right to receive any compensation whatsoever for any loss resulting from such delay, regardless of whether they have received actual or constructive notice of such fact, except with respect to claims for payments under the notes that have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid.

We have the sole and absolute discretion to cancel interest payments on the notes, in whole or part, at any time, and interest payments may be restricted or prohibited under the notes in other circumstances.

Interest payments on the notes may be cancelled at our sole and absolute discretion, at any time and for any reason. See “Description of the Notes—Cancellation of Interest Payments—Optional Cancellation of Interest Payments.” Interest will only be due and payable on an interest payment date to the extent it is not cancelled in accordance with the terms of the notes. If we determine to cancel an interest payment on the notes (or a portion thereof) on a given interest payment date, such determination will be sufficient to effect the cancellation of such

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interest payment (or portion thereof) without any further action being taken or any other condition being satisfied and the non-payment will evidence the exercise of our determination to cancel such interest payment (or portion of such interest payment not paid).

In addition to our right to cancel interest payments at any time, the terms of the notes also require us to cancel part or all of an interest payment on the notes on an interest payment date, if, and to the extent that, on such interest payment date, our distributable amounts within the meaning of the Companies Act as of such interest payment date are less than the sum of (1) the aggregate amount of interest that should have been paid on the notes on such interest payment date, (2) the aggregate amount of interest and dividends that should have been paid on any Additional Tier 1 Instruments (as defined below) on the same date as such interest payment date, and (3) the aggregate amount of interest and dividends previously paid in respect of the notes and Additional Tier 1 Instruments, excluding amounts already deducted from distributable amounts, on or after the first day of the fiscal year in which such interest payment date falls and before such interest payment date. See “Description of the Notes—Cancellation of Interest Payments—Mandatory Cancellation of Interest Payments.” Our distributable amounts are equal to the surplus of our net assets over our capital and statutory reserves with adjustments calculated on a non-consolidated basis under Japanese GAAP in accordance with the Companies Act. See “Item 10. Additional Information—10.B. Memorandum and Articles of Incorporation—Rights, Preferences and Restrictions of the Shares—Common Stock—Restriction on Distributions of Surplus” in our annual report on Form 20-F for the fiscal year ended March 31, 2023, which is incorporated by reference herein. Any adverse change in our financial position or profitability, or our distributable amounts, as calculated on a non-consolidated basis, may have a material adverse effect on our ability to make interest payments on the notes.

For purposes of the notes, “Additional Tier 1 Instruments” means at any time (i) Additional Tier 1 Liabilities, (ii) any preferred stock issued directly by us and (iii) any instruments (including preferred shares) issued or created by us through one of our Special Purpose Corporations; provided that, in the cases of (ii) or (iii), such preferred stock or instrument constitutes our Additional Tier 1 Capital, and “Additional Tier 1 Liabilities” means at any time instruments qualifying as our Additional Tier 1 Capital (other than the notes, but including any other series of perpetual subordinated debt securities issued or to be issued under the Indenture) that are issued directly by us and are treated as our liabilities under the Applicable Capital Adequacy Regulations. See “Description of the Notes—Definitions.”

In light of the discretionary and mandatory interest payment cancellation provisions described above, there can be no assurances that you will receive interest payments in respect of the notes.

If any interest payment is cancelled (in whole or part), either in our discretion or because such cancellation is mandatory, such interest payment will not be or become due and will not accumulate or be payable at any time thereafter, and in no event will you have any right to or claim against us with respect to such interest amount. Furthermore, a cancellation of interest in accordance with the terms of the notes will not constitute an event of default or a breach under the notes and the Indenture and will not permit any acceleration of the repayment of any principal on the notes.

In making any determination with respect to the payment or cancellation of any interest payments on the notes, we may take into consideration our contractual obligations under the notes and any Additional Tier 1 Liabilities and other debt securities as well as factors beyond any contractual limitations or obligations. In particular, even when we have the financial ability to make interest payments on the notes, we may determine to cancel (in whole or part) interest payments on the notes in consideration of such contractual obligations related to, as well as fairness to holders of, any Additional Tier 1 Liabilities or other debt securities, preferred shares or common shares to whom we may not be able to pay dividends or interest.

In general, we have the right to use funds from cancelled payments of interest on the notes without restriction, except as otherwise set forth in the Indenture and the notes or prohibited by applicable law or regulations, including (i) the Japanese capital distribution constraints system (described below), and (ii) the

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dividend stopper provision of the notes (described below). See “Description of the Notes—Cancellation of Interest Payments,” “—As a Japanese G-SIB, we are subject to stringent regulatory capital standards, including capital buffer and leverage ratio buffer requirements, and are subject to frameworks to ensure we have sufficient loss absorbing and recapitalization capacity. If we fail to maintain sufficient levels of capital, we may be subject to restrictions on our ability to make capital distributions, in which case we may determine to cancel interest payments in part or in whole, or we may be prevented from redeeming or repurchasing the notes.” and “—The Indenture and the notes do not restrict our ability or the ability of our subsidiaries to pledge, dispose or securitize our assets, pay dividends, incur indebtedness or issue or repurchase securities, except for restrictions under a dividend stopper provision, and provide holders of the notes with limited protection in the event of a change in control and other actions we may take that could adversely impact your investment in the notes.” Aside from these exceptions, we are free to use the funds from cancelled interest on the notes in our discretion, for example, to pay interest and dividends, or meet other obligations as they become due, on other liabilities or shares (including any Additional Tier 1 Instruments). As a result, holders of the notes may recover, if at all, less ratably than holders of liabilities or shares that otherwise rank effectively pari passu with or junior to the notes.

If practicable, we will endeavor to provide notice of any cancellation of interest (in whole or in part) to holders and beneficial owners of the notes through DTC and to the trustee at least five business days prior to the relevant interest payment date. However, failure or delay to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest, or give holders or beneficial owners of the notes any rights as a result of such failure or delay.

As a Japanese G-SIB, we are subject to stringent regulatory capital standards, including capital buffer and leverage ratio buffer requirements, and are subject to frameworks to ensure we have sufficient loss absorbing and recapitalization capacity. If we fail to maintain sufficient levels of capital, we may be subject to restrictions on our ability to make capital distributions, in which case we may determine to cancel interest payments in part or in whole, or we may be prevented from redeeming or repurchasing the notes.

The bank capital and other regulatory frameworks to which we, as a Japanese G-SIB, are subject require us to hold certain levels of capital, including capital buffers consisting of Consolidated Common Equity Tier 1 Capital, well in excess of minimum thresholds, and comply with additional loss absorbing and recapitalization capacity requirements. A failure to hold sufficient levels of capital as required by these frameworks (as may be amended from time to time) may result in restrictions on capital distributions being applied pursuant to which we may make a determination to cancel, in whole or in part, interest payments on the notes. Cancellation, in whole or in part, of interest payments in respect of the notes may affect the value of your investment in the notes.

Under the capital adequacy regulations adopted by the FSA to implement the Basel III standards, we are currently required, on a consolidated basis, to hold a minimum amount of total regulatory capital of 8.0% of risk weighted assets, a minimum amount of Tier 1 capital of 6.0% of risk weighted assets and a minimum amount of Consolidated Common Equity Tier 1 Capital of 4.5% of risk weighted assets. In addition to these minimum requirements, we are required to maintain several regulatory capital buffers, on a consolidated basis, with Consolidated Common Equity Tier 1 Capital. Such regulatory capital buffers, as currently applied to us, consist of a capital conservation buffer of 2.5%, a G-SIB surcharge of 1.0% and a countercyclical buffer ranging from 0% to 2.5% to be calculated as the weighted average of the buffers deployed across all of the jurisdictions to which we have credit exposures. Furthermore, under the leverage ratio regulations adopted by the FSA to implement the Basel III standards, we are currently required to maintain a minimum leverage ratio of 3.00% plus a G-SIB leverage ratio buffer equal to 50% of the applicable G-SIB surcharge, which is currently 0.5%. The minimum leverage ratio and leverage ratio buffer requirement applicable to us will be raised on and after April 1, 2024, to 3.15% plus a G-SIB leverage ratio buffer set at 50% of a G-SIB surcharge plus 0.05%. In addition, under the Japanese TLAC Standard, a Japanese G-SIB, including us, is also currently required to maintain certain minimum levels of capital and liabilities that are deemed to have loss absorbing and recapitalization capacity, or external TLAC, in an amount not less than 18% of its consolidated risk-weighted assets and 6.75% of the applicable Basel III leverage ratio denominator. Consolidated Common Equity Tier 1 Capital that is being used

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to meet the external TLAC requirement on a risk-weighted assets basis cannot be used to also meet the regulatory capital buffer requirements set forth above. The applicable external TLAC ratio on a total exposure basis will be raised from 6.75% to 7.10% on and after April 1, 2024. See “Item 4.B. Information on the Company—Business Overview—Regulations in Japan” in our most recent annual report on Form 20-F.

Because of the relatively high level of capital that we are required to hold as a Japanese G-SIB, we may become subject to restrictions on capital distributions and therefore determine to cancel interest payments on the notes, even though sufficient distributable amounts are available such that interest cancellation on the notes would not be mandatory under the terms of the notes.

Specifically, if we fail to meet the regulatory capital buffer or leverage ratio buffer requirements, including if the capital buffers are used and reduced below the required level to make up for our required external TLAC ratio on a risk-weighted assets basis, under the Japanese capital distribution constraints system, the FSA may order us to submit and carry out a capital distribution constraints plan. A capital distribution constraints plan must be reasonably designed to restore the required regulatory capital buffers or leverage ratio buffer by restricting capital distributions, such as dividends, interest payments on the notes or our Additional Tier 1 Instruments, share buybacks, redemption and repurchases of the notes or our Additional Tier 1 Instruments, and bonus payments, up to a certain amount depending on the level of the deficit in our regulatory capital buffers or leverage ratio buffer. As a consequence, in the event that our Consolidated Common Equity Tier 1 Capital or Tier 1 capital is insufficient to meet the regulatory capital buffer or leverage ratio buffer requirements applicable to us and we become subject to a capital distribution constraints plan, we may make a determination to cancel interest payments, in whole or in part, on the notes. Furthermore, depending on the design of our capital distribution constraints plan, we may not necessarily be restricted from making dividend or interest payments on our shares, or other liabilities even after determining to cancel interest payments on the notes, so long as such dividend or interest payments are in compliance with the dividend stopper provisions of the notes. See “—The Indenture and the notes do not restrict our ability or the ability of our subsidiaries to pledge, dispose or securitize our assets, pay dividends, incur indebtedness or issue or repurchase securities, except for restrictions under a dividend stopper provision, and provide holders of the notes with limited protection in the event of a change in control and other actions we may take that could adversely impact your investment in the notes.”

As a Japanese G-SIB, we may be subject to stricter capital ratio requirements in the future. In addition, there may be future developments or changes in laws, regulations or rules regarding bank regulatory capital which may require us to reserve greater regulatory capital or buffer capital.

You bear the risk that fluctuations in our Consolidated Common Equity Tier 1 Capital or Tier 1 capital, which are inherently difficult to predict, will affect your prospects of receiving interest payments on the notes. See “—The circumstances surrounding or triggering a Capital Ratio Event are unpredictable. Holders of the notes will only receive notice of a Capital Ratio Event after it has occurred.”

The Indenture and the notes do not restrict our ability or the ability of our subsidiaries to pledge, dispose or securitize our assets, pay dividends, incur indebtedness or issue or repurchase securities, except for restrictions under a dividend stopper provision, and provide holders of the notes with limited protection in the event of a change in control and other actions we may take that could adversely impact your investment in the notes.

The Indenture and the notes do not contain any financial covenants or restrictions on our ability, or the ability of our subsidiaries, to pledge assets to secure any indebtedness, dispose or securitize assets, incur or assume additional indebtedness or other liabilities, including other securities effectively having priority over the notes with respect to interest payments, or repurchase our outstanding securities. These or other actions by us could adversely affect our ability to pay amounts due on the notes. In addition, the Indenture and the notes do not contain any covenants or other provisions that afford more than limited protection to holders of the notes in the event of a change in control.

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Under the mandatory interest cancellation provisions in the notes, our ability to make interest payments on a given interest payment date depends on the availability of distributable amounts on such interest payment date to cover not only interest on the notes, but also interest and dividends previously paid during the fiscal year in which such interest payment date falls, or to be paid on the same interest payment date, in respect of the notes and Additional Tier 1 Instruments. Therefore, to the extent that we continue to issue Additional Tier 1 Instruments in the future, this may reduce our ability to secure sufficient distributable amounts to make interest payments on the notes. There are no restrictions under the Indenture and the notes on further issuances of, or making payments of dividends or interest in respect of, Additional Tier 1 Instruments, except restrictions pursuant to the dividend stopper feature of the notes (described below). As of September 30, 2023, we had ¥ 1,128.0 billion in outstanding Additional Tier 1 Liabilities consisting of perpetual subordinated bonds and loans on a non-consolidated basis, but we have no outstanding preferred shares issued directly by us and no outstanding instruments (including preferred shares) issued or created by us through one of our Special Purpose Corporations. Even though our outstanding Additional Tier 1 Liabilities have substantially similar terms with respect to interest payment dates and mandatory cancellation as the notes, there are no restrictions under the Indenture and the notes on further issuances of Additional Tier 1 Instruments that do not have such similar terms, and accordingly, due to the timing of when interest or dividend payments come due in a given fiscal year in respect of such Additional Tier 1 Instruments or other variation in their terms and conditions, the holders of such Additional Tier 1 Instruments, including any preferred shares (dividends payable on which would not be subject to the dividend stopper feature described below), may be eligible to receive interest or dividend payments (in part or in whole) whereas interest payments on the notes are required to be cancelled (in part or in whole).

In addition, the Indenture and the notes contain no restrictions on further issuances of, or making payments of dividends in respect of, common stock, except for restrictions pursuant to the dividend stopper feature of the notes. Because any payment of dividends on the shares of our common stock would reduce our distributable amounts as calculated in accordance with the Companies Act, if we elect to pay dividends on common stock from distributable amounts prior to an interest payment date on the notes, amounts that would otherwise be allocated to paying interest on the notes may be reduced or depleted. Currently, we usually pay year-end dividends in June to the holders of record of our common stock as of March 31 and semi-annual dividends in December to the holders of record of our common stock as of September 30, if we elect to pay any dividend.

Although the notes contain a dividend stopper feature, it may not be effectively exercised. The dividend stopper feature provides that if we determine to cancel an interest payment on the notes (in whole or in part), (i) we shall determine to cancel payments of interest in respect of any Additional Tier 1 Liabilities that should have been due and payable on the same date as such interest payment on the notes by at least the same ratio by which we determine to cancel the interest payment on the notes on such interest payment date, and (ii) we will procure that the board of directors of SMFG shall not resolve, or present its own proposal at a general meeting of shareholders, to make a payment of a cash dividend on our common stock, until such time that we have first determined to resume payment in full of interest due on the notes based on the Current Principal Amount of the notes on an interest payment date after cancelling all or part of a payment of interest on the notes, or, if earlier, such time that all of the notes have been redeemed or repurchased and cancelled in accordance with their terms. See “Description of the Notes—Cancellation of Interest Payments—Effect of a Cancellation of Interest Payment; Dividend Stopper.”

The notes may be redeemed at our option in certain situations.

We may, at our option, redeem the notes in whole, but not in part, on the first interest rate reset date and every date that falls five, or a multiple of five, years thereafter at a redemption price equal to 100% of their Original Principal Amount, together with any accrued and unpaid interest (including additional amounts with respect thereto, if any) to (but excluding) the date fixed for redemption, unless the principal amount of the notes has been subject to one or more Going Concern Write-Downs and such written down amount has not been reinstated in full on the date fixed for redemption. See “Description of the Notes—Redemption—Optional Redemption.”

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In addition, we may, at our option, redeem the notes, in whole, but not in part, at any time at a price equal to 100% of their Current Principal Amount on the date fixed for redemption, together with any accrued and unpaid interest (including additional amounts with respect thereto, if any) to (but excluding) the date fixed for redemption, upon:

See “Description of the Notes—Redemption—Optional Tax Redemption” and “Description of the Notes—Redemption—Optional Regulatory Redemption.”

Any redemption of the notes shall be subject to prior confirmation of the FSA (if such confirmation is required under the Applicable Capital Adequacy Regulations). See “Description of the Notes—Redemption.” Similarly, any repurchase by us, or a subsidiary of ours, of the notes in the open market or otherwise shall also be subject to prior confirmation or approval of the FSA (if such confirmation or approval is required under the Applicable Capital Adequacy Regulations). See “Description of the Debt Securities—Repurchases” in the accompanying prospectus. Under the Applicable Capital Adequacy Regulations, the FSA is expected not to grant any prior confirmation required for any redemption or repurchase of the notes unless (i) we replace the notes by capital instruments of an equal or higher quality under terms that are considered to be appropriate for our income capacity on or before such redemption or repurchase or (ii) we are expected to maintain our consolidated regulatory capital ratios at a level sufficiently in excess of the minimum requirements after such redemption or repurchase.

Any decision by us as to whether we will exercise our option to redeem the notes will be made in our absolute discretion, subject to the conditions described above. Our decision may be influenced by factors including, but not limited to, the economic impact of exercising such option to redeem notes, applicable capital and other regulatory requirements, tax consequences and prevailing market conditions. We may, for example, decide to redeem the notes if the interest payable on the notes is greater than the interest that would be payable on our other financial instruments of comparable terms and of a comparable credit rating.

You will not have any right to require us to redeem the notes. As a result, you may be required to bear the financial risks of an investment in the notes permanently. You should not invest in the notes with the expectation that we will exercise our option to redeem them. On the other hand, if we redeem the notes, you may not be able to reinvest the redemption proceeds in financial instruments offering a yield comparable to that on the notes. Furthermore, the redemption feature of the notes (and, in particular, any market perception that we may exercise our right to redeem the notes) may limit their market value, which is unlikely to rise substantially above the price at which the notes can be redeemed.

Subordination of the notes could impair investors’ ability to receive payment.

Upon the occurrence and continuation of a Liquidation Event, any amounts payable under the notes (except for any amounts that have become due and payable prior to the occurrence of the Liquidation Event and remain unpaid) will be subordinated in right of payment to, and subject to the prior payment of, all of our existing and future Senior Indebtedness. Specifically, our assets on a non-consolidated basis will be applied to satisfy all claims of Senior Indebtedness before being applied to satisfy your claims. If we do not have sufficient assets on a

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non-consolidated basis to settle claims of Senior Indebtedness in full, your claims will not be settled and, as a result, you will lose the entire amount of your investment in the notes. Even if we have sufficient assets on a non-consolidated basis to settle claims of Senior Indebtedness in full, the notes will share equally in right of payment with claims in respect of (i) liabilities ranking pari passu, or effectively pari passu, as to liquidation distributions with the notes (such liabilities being defined as “Liquidation Parity Liabilities”) and (ii) our preferred shares ranking most senior in priority of payment as to liquidation distributions. If we do not have sufficient funds on a non-consolidated basis to make full payment on all such claims (including the notes), you may lose all or part of your investment.

As of September 30, 2023, we had ¥10,023.2 billion in outstanding indebtedness constituting our Senior Indebtedness on a non-consolidated basis. As of September 30, 2023, we had ¥1,128.0 billion in outstanding Liquidation Parity Liabilities on a non-consolidated basis, consisting of perpetual subordinated bonds and loans that constitute our Additional Tier 1 Liabilities.

Neither the Indenture nor the notes contain any limitations on the amount of Senior Indebtedness or Liquidation Parity Liabilities or other liabilities that we may hereafter incur or assume (including through guarantee obligations) or preferred shares that we may hereafter issue or on the amount of indebtedness or other liabilities that our subsidiaries may hereafter incur. Subject to compliance with applicable regulatory requirements, we expect from time to time to incur additional indebtedness or other obligations, including Senior Indebtedness and Liquidation Parity Liabilities.

In the future, we may also incur indebtedness or issue shares that ranks effectively pari passu with or junior to the notes but are not subject to write-down provisions similar to those of the notes. If a Non-Viability Event, Bankruptcy Event or Capital Ratio Event occurs, the principal amount of the notes will be written down in whole or in part, and as a result, you may recover less ratably than the holders of liabilities or shares that otherwise rank effectively pari passu with or junior to the notes, but that do not contain similar write-down provisions, or may not recover at all.

Pursuant to the provisions of the Companies Act, the holders of our liabilities (both subordinated and unsubordinated) will be required to file their claims in Japan in a liquidation proceeding (seisan) upon the occurrence of a Liquidation Event. Upon the expiration of the period for filing such claims, our liabilities under the claims filed will be performed or settled in a liquidation proceeding pursuant to the provisions of the Companies Act and other applicable laws. We will have no liability to you for any loss resulting from your failure to receive any distribution, or from any delay in the receipt thereof, in each case as a result of your (or your custodian, nominee, broker or other representative) or the trustee’s failing to duly file their claims in Japan in a timely manner or at all.

In addition, as a holding company, our assets (on a non-consolidated basis) consist primarily of equity in our subsidiaries and our ability to make payments on the notes depends on its receipt of dividends, loan payments and other funds from our subsidiaries, including SMBC. Accordingly, claims of holders of the notes will be effectively and structurally subordinated to the indebtedness and liabilities of our subsidiaries, including SMBC. If SMBC Group subsidiaries’ financial conditions materially deteriorate, or under certain other conditions, we may not be able to receive such funds from our subsidiaries due to legal restrictions, including under the Banking Act, the Companies Act, and the Deposit Insurance Act or as a result of contractual obligations, including loss absorption requirements, applicable to such subsidiaries. In addition, our right to participate in any distribution of assets of any subsidiary in bankruptcy, corporate reorganization, civil rehabilitation, liquidation or similar proceedings will be junior to creditors of that subsidiary, except to the extent that we may be recognized as a creditor of those subsidiaries in such proceedings. Claims of creditors of our subsidiaries include substantial amounts of long-term debt, deposit liabilities of SMBC and other banking subsidiaries, short-term borrowings, obligations under derivative transactions, trade payables and lease obligations. As a result, you may receive less than full payment in the event of our subsidiaries’ bankruptcy, corporate reorganization, civil rehabilitation, liquidation or similar proceeding, even though the claims of creditors of our subsidiaries may be satisfied in full.

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The remedies available to you as holders of the notes are limited.

The remedies under the notes are more limited than those typically available to our other creditors. There is no right of acceleration in the case of non-payment of interest on the notes or of a failure to perform any of our obligations under or in respect of the notes. Interest payments on the notes may be cancelled at any time. You may not at any time demand repayment or redemption of the principal amount of the notes, except upon the occurrence of a Liquidation Event and subject to the satisfaction of certain conditions. Moreover, you will have no rights to take any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever in connection with the notes upon the occurrence of a Non-Viability Event, Bankruptcy Event or Capital Ratio Event. See “Description of the Notes—Write-Downs and Write-Ups of the Notes.”

Upon the occurrence of a Liquidation Event, the sole remedy against us practically available for recovery of amounts owing under the notes is that, subject to certain conditions, the trustee, on behalf of the holders of the notes, may at its discretion, or will at the direction of the holders of 25% of the aggregate principal amount of the outstanding notes, subject to applicable laws, file liquidation claims in our liquidation proceedings.

For further detail regarding the limited remedies of holders of the notes and of the trustee acting on the holders’ behalf, see “Description of the Notes—No Events of Default or Rights of Acceleration.”

The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all.

Because the notes are perpetual securities with no fixed maturity and no mandatory redemption date, and do not provide for any rights of acceleration, you may seek to sell your notes in the secondary market as a means to recover your investment in the notes.

However, given that the notes are complex financial instruments with increased investment risks, the notes may have a more limited secondary market compared to conventional debt securities. In addition to the customary risks of illiquidity in the market for a new issue of securities such as the notes (see “—There is no prior market for the notes and, if a market develops, it may not be liquid”), the notes may be especially susceptible to illiquid secondary markets and significant fluctuations in secondary trading prices. Furthermore, the market value of the notes may not necessarily be evaluated in a manner similar to other types of debt securities issued by non-financial institutions or by financial institutions subject to different regulatory regimes. The trading behavior of the notes may not necessarily follow the trading behavior of other types of securities.

Factors that may adversely affect market pricing and liquidity of the notes include the following:

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Any of these factors may have an adverse effect on the market price and liquidity of the notes, and therefore on your ability to recover the value of your investment in the notes, if at all.

There is no prior market for the notes and, if a market develops, it may not be liquid.

The notes are new securities which may not be widely distributed and for which there is currently no active trading market. Although we have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the Luxembourg Stock Exchange and for such notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market, there can be no assurance that any liquid market for the notes will ever develop or be maintained. The underwriters have advised us that they currently intend to make a market in the notes that they distribute. However, the underwriters have no obligation to make a market in the notes and they may stop at any time. Furthermore, there can be no assurance as to the liquidity of any market that may develop for the notes or the prices at which you will be able to sell your notes, if at all. In addition to the factors set forth in “—The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all,” future trading prices of the notes will depend on many factors, including:

Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including the outstanding amount of the notes and the level, direction and volatility of market interest rates generally.

In addition, in the event that our obligations in connection with maintaining the listing of the notes on the Luxembourg Stock Exchange become unduly burdensome, we may be entitled to, and may decide to, delist the notes from such securities exchange and seek an alternate listing for the notes on another securities exchange.

The ratings of the notes may change after issuance of the notes, and those changes may have an adverse effect on the market prices and liquidity of the notes.

The notes are expected to receive a credit rating from one or more credit rating agencies. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes, but reflect only the

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view of each rating agency at the time the rating is issued. There is no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Ratings may be affected by a number of factors which can change over time, including the credit rating agency’s assessment of: the issuer’s strategy and management’s capability; the issuer’s financial condition including in respect of capital, funding and liquidity; competitive and economic conditions in the issuer’s key markets; the level of political support for the industries in which the issuer operates; and legal and regulatory frameworks affecting the issuer’s legal structure, business activities and the rights of its creditors. The credit rating agencies may also revise the ratings methodologies applicable to issuers within a particular industry, or political or economic region, or securities of a class having particular terms or features. If credit rating agencies perceive there to be adverse changes in the factors affecting an issuer’s credit rating, including by virtue of changes to applicable ratings methodologies, the credit rating agencies may downgrade, suspend or withdraw the ratings assigned to an issuer and/or its securities. In particular, Fitch Ratings Japan Limited downgraded the long-term credit ratings of us and SMBC in December 2022 by one-notch from A to A-.

A downgrade or potential downgrade in these ratings or the assignment of new ratings that are lower than existing ratings could reduce the number of potential investors in the notes and adversely affect the prices and liquidity of the notes. A security rating is not a recommendation to buy, sell or hold the notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The notes may be assigned a credit rating below investment grade, in which case the notes will be subject to the risks associated with non-investment grade securities.

The notes may be assigned a credit rating below investment grade upon issuance or downgraded from investment grade to below investment grade after issuance. See “—The ratings of the notes may change after issuance of the notes, and those changes may have an adverse effect on the market prices and liquidity of the notes.” In such case, the notes will be subject to a higher risk of price volatility than higher-rated securities. Furthermore, decreases in our capital ratios, negative changes in our liquidity conditions, increases in our leverage or deteriorating outlooks for us, or volatile markets, could lead to a significant deterioration in market prices of below-investment grade rated securities.

Settlement activities of the notes through DTC will be suspended following DTC’s receipt of a Write-Down and Cancellation Notice.

Upon the occurrence of a Non-Viability Event or a Bankruptcy Event, we will deliver a Write-Down and Cancellation Notice to the holders of beneficial interests in the notes through DTC and to the trustee. Following the receipt of a Write-Down and Cancellation Notice by DTC and the commencement of the Suspension Period, DTC will suspend all clearance and settlement of the notes through DTC. As a result, the holders of beneficial interests in the notes will not be able to settle the transfer of any notes through DTC upon the commencement of the Suspension Period, and any sale or other transfer of the notes that a holder may have initiated prior to the commencement of the Suspension Period that is scheduled to settle during the Suspension Period will be rejected by, and will not be settled within, DTC. In this circumstance, transferors of the notes would not receive any consideration through DTC in respect of such intended transfer.

Any purchaser of the notes in a secondary market trade that settles through DTC after the occurrence of a Non-Viability Event or Bankruptcy Event but prior to the commencement of the related Suspension Period shall bear the risk that on the Write-Down and Cancellation Date the principal amount of the notes will be permanently written down to zero and the notes will be cancelled, and such purchaser may be required to settle the trade through DTC.

We will not instruct DTC to suspend clearance and settlement of the notes through DTC upon the occurrence of a Capital Ratio Event. During the period between the Capital Ratio Event and the respective Going

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Concern Write-Down Date (being the date the write-down of principal on the notes takes place), secondary trading is expected to continue and investors will have an expectation that settlement of trades will continue without interruption. If a Capital Ratio Event occurs, secondary market pricing is likely to be especially volatile and you should not assume that transfers of notes during this period will settle smoothly compared to the ordinary course. See “—The features of the notes as well as external factors may cause the market for the notes to become illiquid and the market price to decline. You may be unable to sell your notes at or near their principal amount or at all.”

The amount of any recovery in proceedings in Japan on the notes may be calculated and determined in Japanese yen, and you will not be compensated for any currency exchange loss resulting from any conversion of such amount into U.S. dollars or other currencies.

If any recovery is obtained on the notes in liquidation or other proceedings in Japan, the amount of such recovery may be denominated only in Japanese yen. As a result, any Japanese yen-denominated recovery amount obtained on the notes in such liquidation or other proceeding, when and as converted into U.S. dollars or any other currency, will change, depending on the currency exchange rate applied at any given time. Fluctuations in the applicable foreign exchange rate may increase your risk of loss on your investment in the notes if and to the extent you are managing your investment in U.S. dollars or any currency other than the Japanese yen. Furthermore, any period of delay between the time when any such amount is determined in Japanese yen and the time when such amount is converted into U.S. dollars or another currency may further increase your risk of loss as the applicable foreign exchange rate may fluctuate during such period. There is no provision under the terms of the Indenture or the notes to indemnify the holders of the notes against losses incurred as a result of any judgment or order being given or made for any amount due and payable under the notes and such judgment or order being expressed and paid in a currency other than U.S. dollars or any currency other than the Japanese yen, and no other interest or compensation is payable on or for any loss incurred due to the impact of foreign exchange rate fluctuations on your investment in the notes.

The tax treatment of the notes for Japanese tax purposes is uncertain.

The Japanese tax treatment of the notes in respect of the write-down of the principal and the future reinstatement of the principal is not clear, due to lack of court or tribunal precedents or official interpretation of the relevant tax authority on this point. Accordingly, different considerations may apply with respect to the treatment of the redemption loss, meaning any negative difference between the acquisition price of the interest-bearing debt securities of the holder and the amount which the holder receives upon redemption of such interest-bearing debt securities, set forth in “Taxation—Japanese Taxation—The Notes—Interest Payments on Notes and Redemption Gain or Redemption Loss—1. Non-resident Investors—1.2. Redemption Gain or Redemption Loss,” in relation to the notes, including whether the redemption loss that would otherwise be recognized can be recognized at the time of the write-down of the principal or whether any income or gains, withholdable or otherwise, arise as a result of the future reinstatement of the principal. The holders of the notes should consult their own legal, tax, accountancy or other professional advisors in relation to the foregoing.

The U.S. federal income tax treatment of a write-down or write-up of principal of the notes is uncertain.

No statutory, judicial or administrative authority directly addresses the U.S. federal income tax treatment of a write-down of the notes that could be followed by a write-up of the notes. Among other matters, it is not clear whether a U.S. investor would be entitled to a deduction for loss at the time of such write-down or may be required to wait to take a deduction until it is certain that no write-up can occur (or until the notes are disposed of in a taxable disposition). If a U.S. investor is permitted to take a deduction at the time of a write-down, the investor may recognize gain at the time of a subsequent write-up. U.S. investors should consult their tax advisers to determine the U.S. federal income tax consequences of a write-down or reinstatement of principal of the notes.

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FATCA withholding may become applicable to certain payments on the notes.

Provisions of U.S. tax law commonly referred to as the Foreign Account Tax Compliance Act, or FATCA, impose a 30% withholding tax on certain U.S.-source payments made to a foreign financial institution (such as ourselves, certain of our subsidiaries or a financial intermediary through which an investor may hold notes), unless the financial institution is a “participating foreign financial institution,” or a PFFI, or otherwise exempt from FATCA. A PFFI is a foreign financial institution that has entered into an agreement with the U.S. Treasury Department, or a PFFI agreement, pursuant to which it agrees to perform specified due diligence, reporting and withholding functions. Specifically, under its PFFI agreement, a PFFI is required to obtain and report to the IRS certain information with respect to financial accounts held by U.S. persons or U.S.-owned foreign entities and may be required to withhold 30% from “foreign passthru payments” (which term is not yet defined) that it makes to foreign financial institutions that are not PFFIs or otherwise exempt from FATCA and certain other persons who fail to provide requested information. However, under proposed Treasury regulations (the preamble to which specifies that taxpayers can rely on them prior to their finalization), no such withholding will be required before the date that is two years after the date of publication of final Treasury regulations defining the term “foreign passthru payments.” The United States and Japan have entered into an intergovernmental agreement to facilitate the implementation of FATCA pursuant to which Japanese financial institutions (such as ourselves and certain of our subsidiaries) are directed by the Japanese authorities to register with the IRS and fulfill obligations consistent with those required under a PFFI agreement. We have registered with the IRS as a PFFI. The United States has also entered into intergovernmental agreements with other jurisdictions. These intergovernmental agreements (including the intergovernmental agreement with Japan) do not address how the United States and the relevant jurisdictions (including Japan) will address “foreign passthru payments” or whether withholding on such payments will be required by financial institutions that are subject to an intergovernmental agreement.

In the event that any amount of withholding is required from a payment on a note under FATCA or any intergovernmental agreement entered into with respect thereto, or any law, regulation or guidance implementing FATCA or such intergovernmental agreement, no additional amounts will be payable by us and withheld amounts will be treated as paid for all purposes under the notes.

The interest rate on the notes will reset on the applicable interest rate reset dates.

The interest rate on the notes will initially be the fixed per annum rate set forth on the cover page of this prospectus supplement from (and including) the issue date to (but excluding) the first interest rate reset date and will be reset to the applicable reset interest rate (as defined below) on the first interest rate reset date and each subsequent interest rate reset date. From (and including) each interest rate reset date to (but excluding) the next following interest rate reset date, the interest rate on the notes will be a fixed per annum rate equal to the applicable U.S. Treasury Rate as determined by the Calculation Agent on the applicable reset determination date, plus the margin per annum set forth on the cover page of this prospectus supplement. As a result, the interest rate on the notes following any interest rate reset date may be less than the applicable initial interest rate or any applicable reset interest rate, which would affect the amount of any interest payments under the notes and, by extension, could affect their market value.

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USE OF PROCEEDS

We estimate that the net proceeds (after deducting underwriting commissions and estimated offering expenses) from the sale of the notes will be approximately $    million. We intend to use the net proceeds of this offering to extend a perpetual subordinated loan, intended to qualify as Additional Tier 1 Capital and internal TLAC, to SMBC. SMBC intends to use the proceeds of the loan for general corporate purposes.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness presented in accordance with IFRS, as of September 30, 2023 and adjusted to give effect to the issuance of the notes. It should be read in conjunction with our unaudited consolidated interim financial statements prepared in accordance with IAS 34 “Interim Financial Reporting” under IFRS, which are incorporated by reference herein.

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SELECTED FINANCIAL AND OTHER INFORMATION (IFRS)

The tables below set forth our selected consolidated financial information as of and for each of the five fiscal years ended March 31, 2023, which is derived from our audited annual consolidated financial statements as of and for the same periods, prepared in accordance with IFRS, and our selected interim consolidated financial information as of September 30, 2023 and for the six months ended September 30, 2022 and 2023, which is derived from our unaudited interim consolidated financial statements as of and for the same periods, prepared in accordance with IAS 34 “Interim Financial Reporting” under IFRS. Our annual IFRS consolidated financial statements for the fiscal years ended March 31, 2021, 2022 and 2023 are included in our annual report on Form 20-F for the fiscal year ended March 31, 2023 filed with the SEC on June 29, 2023, which is incorporated by reference herein. Our IFRS unaudited interim consolidated financial statements as of September 30, 2023 and for the six months ended September 30, 2022 and 2023 are included in our report on Form 6-K furnished to the SEC on December 22, 2023, which is incorporated by reference herein. Our results of operations for the six months ended September 30, 2023 are not necessarily indicative of our operating results for the fiscal year ending March 31, 2024 or for any other period.

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From the fiscal year ended March 31, 2020, premiums for deposit insurance have been reclassified from “General and administrative expense” to “Interest expense.” Prior year periods have been reclassified to conform to the current presentation.

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SUPPLEMENTAL FINANCIAL AND OTHER INFORMATION (JAPANESE GAAP)

Supplemental Consolidated Information for SMFG

The tables below set forth our selected consolidated financial information as of and for each of the five fiscal years ended March 31, 2023, which is derived from our audited annual consolidated financial statements as of and for the same periods, prepared in accordance with Japanese GAAP, and our selected consolidated financial information as of December 31, 2023, and for the nine months ended December 31, 2022 and 2023, which is derived from our unaudited quarterly consolidated financial statements as of and for the same periods, prepared in accordance with Japanese GAAP. An English translation of such unaudited quarterly consolidated financial statements is included in our Form 6-K furnished to the SEC on February 20, 2024 which is incorporated by reference herein. For a description of certain differences between IFRS and Japanese GAAP, see “Item 5.A. Operating Results—Reconciliation with Japanese GAAP” in our most recent annual report on Form 20-F filed with the SEC. Our results of operations for the nine months ended December 31, 2023 are not necessarily indicative of our operating results for the fiscal year ending March 31, 2024 or for any other period.

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Supplemental Non-Consolidated Information for SMBC

The tables below set forth selected non-consolidated financial information of SMBC as of and for each of the five fiscal years ended March 31, 2023, which is derived from SMBC’s audited annual non-consolidated financial statements as of and for the same periods, prepared in accordance with Japanese GAAP. The tables also set forth selected non-consolidated financial information of SMBC as of September 30, 2023 and December 31, 2023, and for the nine months ended December 31, 2022 and 2023, which is derived from SMBC’s unaudited interim and quarterly non-consolidated financial statements as of and for the same periods, prepared in accordance with Japanese GAAP. SMBC’s audited annual non-consolidated financial statements and unaudited interim and quarterly non-consolidated financial statements are not included or incorporated by reference in this prospectus supplement or the accompanying prospectus.

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Other Supplementary Information

SMBC’s Bond Portfolio

SMBC’s bond portfolio is principally held for ALM purposes, with a small number of securities being held for inventory purposes for sales to customers. Most of SMBC’s bond portfolio is comprised of fixed-rate Japanese and local government bonds and high quality corporate bonds denominated in yen. On a non-consolidated basis, the approximate average duration of SMBC’s yen-denominated bond portfolio, including Japanese government bonds, or JGBs, but excluding private placement bonds, bonds held-to-maturity and bonds for which fair value hedge accounting is applied, was 2.4 years and 2.2 years as of March 31, 2023 and December 31, 2023, respectively. Bonds are also held to enhance liquidity, and, when needed, they can be used as collateral for call money or other money market funding or short-term borrowing from the Bank of Japan, or the BOJ. Sales of bonds are made from time to time in order to recognize discretionary gains. SMBC’s Treasury Department actively monitors the interest rate and maturity profile of its bond portfolio as part of our overall risk management.

Operating Results of SMBC Nikko Securities

SMBC Nikko Securities, on a consolidated basis, prepared in accordance with Japanese GAAP, recorded net operating revenue of ¥334.3 billion, ordinary income of ¥65.3 billion and profit attributable to owners of parent of ¥49.8 billion for the fiscal year ended March 31, 2022 and net operating revenue of ¥222.9 billion, ordinary loss of ¥42.2 billion and loss attributable to owners of parent of ¥39.9 billion for the fiscal year ended March 31, 2023 and net operating revenue of ¥226.7 billion, ordinary income of ¥19.7 billion and profit attributable to owners of parent of ¥6.6 billion for the nine months ended December 31, 2023.

Operating Results of SMBC Consumer Finance

SMBC Consumer Finance, on a consolidated basis, prepared in accordance with Japanese GAAP, recorded operating income of ¥268.9 billion, ordinary profit of ¥68.6 billion and profit attributable to owners of parent of ¥85.2 billion for the fiscal year ended March 31, 2022 and operating income of ¥294.1 billion, ordinary profit of ¥59.5 billion and profit attributable to owners of parent of ¥44.1 billion for the fiscal year ended March 31, 2023, and operating income of ¥200.8 billion, ordinary profit of ¥40.8 billion and profit attributable to owners of parent of ¥24.9 billion for the nine months ended December 31, 2023. The provision for interest repayment was ¥95.9 billion, ¥89.5 billion and ¥73.3 billion as of March 31, 2022, 2023 and December 31, 2023, respectively.

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DESCRIPTION OF THE NOTES

The following description of the notes supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of our perpetual subordinated debt securities set forth in the accompanying prospectus under the heading “Description of the Debt Securities.” It is important for you to consider the information contained in this prospectus supplement and in the accompanying prospectus and any applicable pricing term sheet in making your investment decision with respect to the notes. Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the Indenture. As used in this section, unless the context otherwise requires, references to “we,” “us,” “our” and similar terms refer only to Sumitomo Mitsui Financial Group, Inc. and not any of its subsidiaries.

General

The notes will constitute perpetual subordinated debt securities to be issued under a perpetual subordinated indenture between us and The Bank of New York Mellon, as trustee, to be dated on or about   , 2024, as may be supplemented from time to time, or the Indenture. The Indenture is qualified under the U.S. Trust Indenture Act of 1939, as amended. The Indenture is more fully described in the accompanying prospectus. Copies of the Indenture and any amendments or supplements thereto will be available at the offices of the trustee.

We will issue the notes in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The notes will be represented by one or more registered notes in global form without coupons deposited with a custodian and registered in the name of DTC or its nominee, in each case for credit to the accounts of direct and indirect participants, including Euroclear and Clearstream. In certain circumstances, the notes may be represented by definitive notes in certificated form. See “Description of the Debt Securities—Form, Book-entry and Transfer” in the accompanying prospectus.

The notes:

As a result of these and other features of the notes you may lose all or part of your investment in the notes or receive reduced or no interest payments. You should carefully consider the provisions of the notes related to such features and their potential effects before making an investment decision in the notes, and read the risk factors appearing in this document, including those under the heading “Risk Factors—Risks Related to the Notes.”

The notes may only be redeemed, at our option, in the circumstances and subject to the conditions set forth below under “—Redemption.” The notes will not be subject to any sinking fund.

In this section, the term “Business Day” means any day which is not a day on which banking institutions in The City of New York, London or Tokyo are authorized or required by law, regulation or executive order to close.

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Ranking

The notes will constitute our direct and unsecured obligations and shall at all times rank pari passu and without any preference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to Senior Indebtedness (as defined below), which term, for the avoidance of doubt, shall include our dated subordinated debt securities.

Notwithstanding the stated ranking of the notes, the notes may be subject to a Write-Down and Cancellation (as defined below) or Going Concern Write-Down (as defined below), as described under “—Write-Downs and Write-Ups of the Notes.”

Subordination

Upon the occurrence and continuation of a Liquidation Event (as defined below), our obligations pursuant to the notes (except for such amounts which shall have become due and payable prior to the occurrence of a Liquidation Event and remain unpaid) shall be subordinated in right of payment to all existing and future Senior Indebtedness, and each holder of the notes will only have a Liquidation Claim (as defined below). For so long as such Liquidation Event continues, no payments in respect of a Liquidation Claim shall be made unless and until a Condition for Liquidation Payment (as defined below) shall have occurred. Payments made in respect of a Liquidation Claim shall not exceed the applicable Liquidation Distributable Amount (as defined below). At any time prior to the payment of a Liquidation Claim in accordance with the subordination provisions of the notes, a Liquidation Claim shall be subject to a Going Concern Write-Down upon the occurrence of a Capital Ratio Event (as defined below), or a Write-Down and Cancellation upon the occurrence of a Non-Viability Event (as defined below) or Bankruptcy Event (as defined below), as the case may be. See “—Write-Downs and Write-Ups of the Notes—Going Concern Write-Down upon a Capital Ratio Event” and “—Write-Downs and Write-Ups of the Notes—Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event.”

“Condition for Liquidation Payment” means, upon the occurrence and continuation of a Liquidation Event, all Senior Indebtedness held by our creditors entitled to payment or satisfaction prior to commencement of distribution of residual assets to our shareholders is paid in full or otherwise satisfied in full in the liquidation proceeding (seisan) pursuant to the Companies Act (as defined below).

“Liquidation Claim” means the claim of each holder of the notes then outstanding in a liquidation proceeding (seisan) with respect to us (excluding a special liquidation proceeding (tokubetsu seisan)), in an amount equal to the Current Principal Amount (as defined below) of the notes held by such holder on the date on which such claim becomes due and payable pursuant to the subordination provisions of the notes, plus any accrued and unpaid interest thereon to, but excluding, the date on which the Liquidation Event occurs (excluding any amounts that shall have become due and payable prior to the occurrence of a Liquidation Event and remain unpaid).

“Liquidation Distributable Amount” means the amount of liquidation distributions that would have been paid from our assets in respect of a Liquidation Claim, assuming that the Liquidation Claims and all of the Liquidation Parity Liabilities had been our Senior Liquidation Preferred Shares (as defined below).

“Liquidation Event” means a liquidation proceeding (seisan), excluding a special liquidation proceeding (tokubetsu seisan), having been commenced by or in respect of us under the Companies Act.

“Liquidation Parity Liabilities” mean our liabilities that rank, or are expressed to rank, pari passu, or effectively pari passu, as to liquidation distributions with our liabilities under the notes (including (i) any existing or future Additional Tier 1 Liabilities (as defined below) and (ii) any liabilities which we may in the future owe to any Special Purpose Corporation (as defined below) and the proceeds of which are applied to liquidation distributions under the perpetual preferred securities issued by such Special Purpose Corporation). For the avoidance of doubt, this term shall not include any instruments issued or created directly or indirectly by any of our banking subsidiaries, including SMBC.

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“Senior Indebtedness” means all our liabilities (including our liabilities under dated subordinated obligations) other than (i) our liabilities under the notes (except for liabilities which have become due and payable prior to the occurrence of a Liquidation Event and remain unpaid), (ii) Liquidation Parity Liabilities and (iii) any of our liabilities that rank, or are expressed to rank, effectively subordinate in priority of payment as to liquidation distributions to our liabilities under the notes.

“Senior Liquidation Preferred Shares” means our preferred shares ranking most senior in priority of payment as to liquidation distributions.

For the purposes of the calculation of the Liquidation Distributable Amount, the amount of Liquidation Claims and the amount of principal and accrued and unpaid interest (including additional amounts with respect thereto, if any) in respect of any Liquidation Parity Liabilities that are not denominated in Japanese yen shall be calculated in Japanese yen, and the Liquidation Distributable Amount payable in respect of a Liquidation Claim upon an occurrence of a Condition for Liquidation Payment (if any) shall be initially calculated in Japanese yen and converted into the currency in which the notes are denominated, each in a manner that we deem appropriate pursuant to applicable Japanese law.

The relative rankings and payment of the Liquidation Claims and other claims against us in any liquidation proceeding (seisan) in respect of us are in all events are subject to the provisions of the Companies Act, which prohibit distribution of residual assets to shareholders prior to payment or satisfaction of all of our then outstanding debts, which includes the Liquidation Claims to the extent not written down or cancelled pursuant to the Going Concern Write-Down, Write-Down and Cancellation or interest cancellation provisions, and subject to the subordination provisions, set forth in the Indenture and as applicable to the notes, as described herein.

No amendment or modification which is prejudicial to any present or future creditor in respect of any Senior Indebtedness of us shall be made to the subordination provisions contained in the Indenture in any respect. In no event shall any such amendment or modification be effective against any such creditor.

A holder or beneficial owner of a note by its acceptance thereof shall thereby agree that if any payment on the notes is made to such holder or beneficial owner with respect to a payment obligation that did not become due and payable prior to the occurrence of a Liquidation Event and the amount of such payment shall exceed the amount, if any, that should have been paid to such holder or beneficial owner upon the proper application of the subordination provisions of the notes, the payment of such excess amount shall be deemed null and void and such holder or beneficial owner shall be obliged to return the amount of the excess payment within ten days after receiving notice of the excess payment. Such holder or beneficial owner shall also thereby agree that upon the occurrence of a Liquidation Event and for so long as such Liquidation Event shall continue, such holder or beneficial owner shall not be entitled to exercise any right to set off any of our liabilities under the notes (except for such amounts which shall have become due and payable prior to the occurrence of the Liquidation Event) against any liabilities of such holder or beneficial owner owed to us unless and until the Condition for Liquidation Payment shall have been fulfilled, or in excess of the applicable Liquidation Distributable Amount.

As of September 30, 2023, we had ¥10,023.2 billion in outstanding indebtedness constituting our Senior Indebtedness on a non-consolidated basis. As of September 30, 2023, we had ¥1,128.0 billion in outstanding Liquidation Parity Liabilities on a non-consolidated basis, consisting of perpetual subordinated bonds and loans that constitute our Additional Tier 1 Liabilities.

Neither the Indenture nor the notes contain any limitations on the amount of Senior Indebtedness, Liquidation Parity Liabilities, Senior Liquidation Preference Shares or other liabilities or shares that we may hereafter issue, incur or assume (including through guarantee obligations) or on the amount of indebtedness or other liabilities that our subsidiaries may hereafter incur.

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Principal and Interest for the Notes

We expect to issue perpetual subordinated notes with the initial aggregate principal amount set forth in the applicable pricing term sheet and described on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering.”

The notes are our perpetual obligations in respect of which there is no fixed maturity or mandatory redemption date. The notes may only be redeemed, at our option, in the circumstances and subject to the conditions set forth below under “—Redemption.”

General

We will pay interest on the notes semiannually in arrears on June 5 and December 5 of each year (each an “interest payment date”), beginning on June 5, 2024 (short first coupon), or the “first interest payment date.” The period from, and including, the issue date of the notes to, but excluding, the first interest payment date, and each period from, and including, an interest payment date to, but excluding, the next interest payment date, are each referred to herein as an “interest period.”

From, and including, the issue date of the notes to, but excluding, June 5, 2034, or the “first interest rate reset date,” interest on the notes will accrue at the rate per annum set forth in the pricing term sheet and described on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering.” Interest will be calculated per each $1,000 in Original Principal Amount, subject to any Going Concern Write-Down or Write-Up of the notes, and rounded to the nearest cent (half a cent being rounded upward). For the first interest payment date on June 5, 2024 and for each subsequent interest payment date until (and including) the first interest rate reset date, the respective amounts of interest per $1,000 in Original Principal Amount of the notes are each set forth in the pricing term sheet and described under “Prospectus Supplement Summary—The Offering,” subject to any necessary amendments and recalculations of such interest amounts for an interest period during which any Capital Ratio Event or Write-Up Date (as defined below) occurs, as described herein under “—Principal and Interest for the Notes—Calculating Interest Payments upon the Occurrence of a Capital Ratio Event and/or Write-Up of the Notes, ” and the interest payment cancellation provisions, the Write-Down and Cancellation provisions and the subordination provisions described herein under “—Cancellation of Interest Payments,” “—Write-Downs and Write-Ups of the Notes,” “—Ranking” and “—Subordination,” respectively.

The rate of interest on the notes will be reset on the first interest rate reset date and every date that falls five, or a multiple of five, years thereafter (each such date, an “interest rate reset date”). From, and including, each interest rate reset date to, but excluding, the next following interest rate reset date (each such period, a “reset interest period”), the interest rate per annum on the notes will be equal to the sum of the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the applicable reset determination date (as defined below) plus the margin per annum set forth in the applicable pricing term sheet and described on the cover page of this prospectus supplement and under “Prospectus Supplement Summary—The Offering,” or the “reset interest rate.”

Interest will be payable to the persons in whose names the notes are registered as of the close of business on the fifteenth day before the interest payment date (whether or not a Business Day). Interest on the notes will be paid to, but excluding, the relevant interest payment date. We will compute interest on the notes on the basis of a 360-day year consisting of twelve 30-day months, and in the case of an incomplete month, the number of days elapsed and rounding the resulting figure to the nearest cent (half a cent being rounded upward).

We will pay the principal of, and interest on, the notes (including additional amounts with respect thereto, if any) in U.S. dollars or in such other coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.

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If any payment of principal of or interest on the notes is due and payable on a day that is not a Business Day, we will make payment on the date that is the next succeeding Business Day. Payments postponed to the next succeeding Business Day in this situation will be treated under the Indenture as if they were made on the original due date and no interest will accrue on the postponed amount from the original due date to the next succeeding Business Day. Postponement of this kind will not result in a default or breach under the notes.

Notwithstanding anything contrary contained in the terms of the notes, our obligations to make payments of principal of or interest on the notes are subject to the interest payment cancellation provisions, the Going Concern Write-Down and Write-Down and Cancellation provisions and the subordination provisions described herein under “—Cancellation of Interest Payments,” “—Write-Downs and Write-Ups of the Notes” and “—Ranking” and “—Subordination,” respectively.

Determination of Reset Interest Rate and Applicable U.S. Treasury Rate

The reset interest rate and the U.S. Treasury Rate in respect of each reset interest period shall be determined by The Bank of New York Mellon as calculation agent (the “Calculation Agent”) as soon as practicable after 5:00 p.m. (New York City time) on the reset determination date.

“U.S. Treasury Rate” means, with respect to a reset interest period, the rate per annum equal to:

“Comparable Treasury Issue” means, with respect to a reset interest period, the U.S. Treasury security that is selected by us (and notified to the Calculation Agent) with a maturity date on or about (but not more than 30 calendar days before or after) the interest rate reset date immediately after the last day of the reset interest period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years; provided, however, that the selection of the Comparable Treasury Issue shall be at our sole discretion and judgment, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the notes.

“Comparable Treasury Price” means, with respect to a reset determination date, (i) the arithmetic average, as determined by the Calculation Agent, of the Reference Treasury Dealer Quotations (as defined below) for the Comparable Treasury Issue as of the reset determination date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average, as determined by the Calculation Agent, of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then the Reference Treasury Dealer Quotation as quoted by a Reference Treasury Dealer (as defined below).

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“New York Banking Day” means any day, other than a Saturday, Sunday, that is neither a legal holiday in The City of New York nor a day on which commercial banking institutions are authorized or required by law, regulation or executive order to close in The City of New York.

“Reference Treasury Dealer” means each of up to five banks selected by us (and notified to the Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars; provided, however, that the selection of the Reference Treasury Dealers shall be at our sole discretion and judgment, and that such determination shall be final and conclusive for all purposes and binding on the Calculation Agent, the trustee, the paying agent and the holders of the notes.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and a reset determination date, the arithmetic average, as determined by the Calculation Agent, of the bid and asked prices quoted to us (and notified to the Calculation Agent) by such Reference Treasury Dealer for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, approximately at 11:00 a.m. (New York City time), on the reset determination date.

A “reset determination date” means, with respect to a reset interest period, the second Business Day immediately preceding the interest rate reset date falling on the first day of the reset interest period.

The Calculation Agent will, as soon as practicable after the determination of the reset interest rate on the notes, calculate the amount of interest (the “relevant interest amount”) for each interest period during the reset interest period during which such reset interest rate will apply.

All determinations, calculations and quotations made or obtained for the purposes of calculating the reset interest rate and the relevant interest amount, whether by us, the Calculation Agent or any Reference Treasury Dealer, in the absence of manifest error, will be final and conclusive for all purposes and binding on us, the trustee, the Calculation Agent, the paying agent and the holders of the notes.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one thousandth of a percentage point, with five ten-thousands of a percentage point rounded upward (e.g., 9.8765% (or 0.098765) being rounded to 9.877% (or 0.09877)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (half a cent being rounded upward).

The reset interest rate on the notes during any reset interest period will in no event be higher than the maximum rate permitted by applicable laws and regulations or lower than 0% per annum.

The Calculation Agent will cause the reset interest rate, the relevant interest amount for each interest period during the reset interest period during which such reset interest rate will apply, and the interest payment date in relation to each such interest period to be notified to us, the trustee, the paying agent and DTC, and such information will be notified or published to the holders of the notes through DTC or through another reasonable manner as soon as possible after their determination.

If at any time any Capital Ratio Event or Write-Up Date occurs during an interest period, and the relevant interest amount for any interest period is required to be amended from the relevant interest amount previously calculated pursuant to the terms of the notes, as described below under “—Calculating Interest Payments upon the Occurrence of a Capital Ratio Event and/or Write-Up of the Notes,” the Calculation Agent will, as soon as practicable, recalculate and amend the relevant interest amount for each relevant interest period, and cause the amended relevant interest amount for each such relevant interest period and the interest payment date in relation to each such relevant interest period to be notified to us, the trustee, the paying agent and DTC, and such information will be notified or published to the holders of the notes through DTC or through another reasonable manner.

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Calculating Interest Payments upon the Occurrence of a Capital Ratio Event and/or Write-Up of the Notes

Except in the circumstances where a Write-Up Date occurs during an interest period as set forth in the following two paragraphs, if one or more Capital Ratio Events occurs during an interest period, the notes shall, for the entirety of such interest period, bear interest based on the Current Principal Amount of the notes (after giving effect to the Going Concern Write-Downs, as if the Going Concern Write-Downs resulting from such Capital Ratio Events had occurred on the first day of such interest period) on the immediately following interest payment date.

If a Write-Up Date occurs during an interest period, the notes shall bear interest for such interest period as follows:

Notwithstanding the foregoing, if (x) a Write-Up Date occurs during an interest period, (y) one or more Capital Ratio Events occurs during the post-Write-Up Period, and (z) the Current Principal Amount of the notes (after giving effect to the Going Concern Write-Downs as if the Going Concern Write-Downs resulting from such Capital Ratio Events had occurred on the first day of the post-Write-Up Period) on the immediately following interest payment date is less than the Current Principal Amount of the notes on the date immediately preceding the Write-Up Date, then the notes shall, for the entirety of such interest period, including the pre-Write-Up Period, bear interest based on the Current Principal Amount of the notes (after giving effect to the Going Concern Write-Downs, as if the Going Concern Write-Downs resulting from such Capital Ratio Events had occurred on the first day of such interest period) on the immediately following interest payment date.

If, during any interest period, more than one Write-Up occurs, interest for such period shall be calculated by us in a manner that we deem appropriate based on the general principles used to calculate interest on the notes described in the immediately preceding paragraphs and the Applicable Capital Adequacy Regulations.

For subsequent interest periods, the notes shall continue to bear interest based on the Current Principal Amount of the notes on the relevant interest payment date until any subsequent interest period during which one or more Capital Ratio Events or a Write-Up Date occur again.

Cessation of Accrual of Interest

Notwithstanding anything to the contrary contained in the terms of the notes, no interest shall accrue on the notes (i) after any date fixed for redemption, or (ii) during any period where a Liquidation Event occurs and continues.

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Cancellation of Interest Payments

Optional Cancellation of Interest Payments

If we determine that it is necessary to cancel payment of interest on the notes at any time and in our sole discretion, we may cancel payment of all or part of the interest accrued on the notes on an interest payment date (including additional amounts with respect thereto, if any), even if no cancellation of interest is required or the amount so cancelled exceeds the amount we are required to cancel, as described below under “—Mandatory Cancellation of Interest Payments.”

If we determine not to make an interest payment (or if we determine to make a payment of a portion, but not all, of such interest payment) on any interest payment date, such non-payment will be deemed to be an effective cancellation of such interest payment (or the portion of such interest payment not paid) without any further action being taken or any other condition being satisfied.

Mandatory Cancellation of Interest Payments

In addition to our ability to cancel interest payments in our sole discretion, as described above in “—Optional Cancellation of Interest Payments,” we shall be prohibited from paying, and shall cancel, all or part of the interest on the notes on an interest payment date (including additional amounts with respect thereto, if any), if, and to the extent that, on such interest payment date, the amount of Distributable Amounts (as defined below) is less than the sum of (1) the aggregate amount of interest that should have been paid in respect of the notes on such interest payment date (disregarding the effect of any non-business day adjustments), (2) the aggregate amount of interest and dividends that should have been paid in respect of any Additional Tier 1 Instruments (as defined below) on the same date as such interest payment date (disregarding the effect of any non-business day adjustments), and (3) the aggregate amount of interest and dividends paid in respect of the notes and Additional Tier 1 Instruments, excluding amounts already deducted from Distributable Amounts, on or after the first day of the fiscal year in which such interest payment date falls and before such interest payment date (disregarding the effect of any non-business day adjustments).

For the purposes of the preceding paragraph, (i) the amounts of interest in respect of the notes and any Additional Tier 1 Instruments shall be deemed to include applicable additional amounts (including their equivalent under the Additional Tier 1 Instruments), if any, and (ii) the amounts of interest or dividends in respect of the notes and any Additional Tier 1 Instruments that are denominated in a currency other than Japanese yen shall be calculated in Japanese yen, and the amount of interest on the notes that is required to be cancelled on the relevant interest payment date (if any) shall be initially calculated in Japanese yen and converted into the currency in which the notes are denominated, each in a manner that we deem appropriate.

Effect of a Cancellation of Interest Payment; Dividend Stopper

Interest payments are non-cumulative, and any interest amount (including additional amounts with respect thereto, if any), the payment of which is cancelled (in whole or in part) either (i) in our discretion, as described above in “—Optional Cancellation of Interest Payments,” or (ii) because such cancellation is mandatory, as described above in “—Mandatory Cancellation of Interest Payments,” will be deemed not to have accrued and will not be due and payable at any time thereafter, and we shall be discharged and released from any and all of our obligations to pay such cancelled interest (and additional amounts with respect thereto, if any) on the notes. Non-payment of such cancelled interest (or additional amounts with respect thereto, if any) shall not constitute a breach, a default, an event of default or an event of acceleration under the terms of the notes or the Indenture. Accordingly, holders or beneficial owners of the notes will not have any claim therefor, whether or not interest is paid in respect of any other period. See “—No Events of Default or Rights of Acceleration.”

If we determine to cancel an interest payment on the notes (in whole or in part), either in our sole discretion or because such cancellation is mandatory, on an interest payment date, (i) we shall determine to cancel

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payments of interest in respect of any Additional Tier 1 Liabilities that should have been due and payable on the same date as such interest payment date for the notes (disregarding the effect of any non-business day adjustments), by at least the same ratio by which we determine to cancel the interest payment on the notes on such interest payment date, and (ii) until such time that we have first determined to resume payment in full of interest due on the notes based on the Current Principal Amount of the notes on an interest payment date after cancelling all or part of a payment of interest on the notes, or, if earlier, such time that all of the notes have been redeemed or repurchased and cancelled in accordance with their terms, we shall procure that our board of directors shall not resolve, or present its own proposal at a general meeting of shareholders, to make a payment of a cash dividend on our common stock.

Except as otherwise described above or prohibited by applicable law or regulations, we have the right to use the funds from cancelled payments of interest (including additional amounts with respect thereto, if any) without restriction.

Each holder or beneficial owner of a note by its acceptance thereof shall thereby agree that if any payment of interest in respect of the notes all or part of which should have not been paid to such holder or beneficial owner upon the proper application of the optional or mandatory interest payment cancellation provisions of the notes is made to such holder, such payment shall be deemed null and void, and such holder or beneficial owner or the trustee or paying agent (to the extent it has not paid such amount to any holder), as the case may be, shall be obliged to return the amount of the payment within ten days after receiving notice of the payment, and shall also thereby agree that any of our liabilities owed to such holder or beneficial owner, or in respect of interest on the notes which was cancelled under the optional or mandatory interest payment cancellation provisions of the notes, shall not be set off against any liabilities of such holder or beneficial owner owed to us.

Notice of Interest Cancellation

If we determine to cancel all or part of a payment of interest on the notes, either in our discretion or because such cancellation is mandatory, we shall endeavor to deliver a written notice of such cancellation to the holders of the notes and to the trustee in accordance with the terms of the Indenture at least five Business Days prior to the relevant interest payment date. Such notice shall include the ratio by which the interest payment under the notes is determined by us to be cancelled and the aggregate amount of interest on the notes to be paid (if any) on the relevant interest payment date in accordance with such ratio.

Any failure or delay by us to provide such notice will not have any impact on the effectiveness of, or otherwise invalidate, any such cancellation of interest payment, or give holders of the notes any rights as a result of such failure or delay.

Agreement to Interest Cancellation

Each holder and beneficial owner of the notes, by its acquisition of the notes, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees that, to the extent and in the manner set forth in the Indenture or the notes:

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Redemption

Notwithstanding anything to the contrary contained in the Indenture or in the terms of the notes, any redemption of the notes shall be subject to the Going Concern Write-Down provisions, the Write-Down and Cancellation provisions, the Write-Up provisions, the cancellation of interest payment provisions and the subordination provisions, each described herein.

Optional Redemption

The notes may be redeemed at our option, in whole but not in part, subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, on June 5, 2034 or any subsequent interest rate reset date and on giving not less than ten Business Days nor more than 60 days’ notice of redemption to the holders of the notes, at a redemption price equal to 100% of the Original Principal Amount of the notes together with any accrued and unpaid interest (including additional amounts with respect thereto, if any), to (but excluding) the date fixed for redemption; provided, however, that we shall not have such option to redeem the notes if the principal amount of the notes has been subject to one or more Going Concern Write-Downs and such written down amount has not been reinstated in full on the date fixed for redemption.

Optional Tax Redemption

The notes may be redeemed at our option, in whole, but not in part, subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than ten Business Days nor more than 60 days’ notice of redemption to the holders of the notes, at a redemption price equal to 100% of the Current Principal Amount of the notes on the date fixed for redemption together with any accrued and unpaid interest (including additional amounts with respect thereto, if any) to (but excluding) the date fixed for redemption if (i) we are or will be obliged to pay additional amounts with respect to the notes as described under “Description of the Debt Securities—Taxation and Additional Amounts” in the accompanying prospectus, or (ii) there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of the interest payable on the notes is not or will not be deductible from our taxable income or is or will be required to be deducted from the amount to be excluded from our taxable gross receipts, in each case of (i) and (ii) above, as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of the issuance of the notes; provided that such obligation cannot be avoided by us through the taking of reasonable measures available to us; and provided further that, in the case of (i) above no such notice of redemption shall be given sooner than 90 days prior to the earliest date on which we would be obliged to pay such additional amounts were a payment then due in respect of the notes. Prior to the publication of any notice of redemption pursuant to this paragraph, we shall deliver to the trustee a certificate signed by an authorized officer stating that the conditions precedent to our right to so redeem have been fulfilled and an opinion of independent

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legal or tax advisor of recognized standing to the effect that we are or will be obliged to pay such additional amounts, in the case of (i) above, or, in the case of (ii) above, there is more than an insubstantial risk that, for Japanese corporate tax purposes, any portion of interest to be payable on the notes is not or will not be deductible from our taxable income or is or will be required to be deducted from the amount to be excluded from our taxable gross receipts, as the case may be, as a result of such change or amendment.

Optional Regulatory Redemption

The notes may be redeemed at our option, in whole, but not in part, subject to prior confirmation of the FSA, if such confirmation is required under the Applicable Capital Adequacy Regulations, at any time, on giving not less than ten Business Days nor more than 60 days’ notice of redemption to the holders of the notes, at a redemption price equal to 100% of the Current Principal Amount of the notes on the date fixed for redemption together with any accrued and unpaid interest (including additional amounts with respect thereto, if any) to (but excluding) the date fixed for redemption if we determine after consultation with the FSA that there is more than an insubstantial risk that the notes will be partially or fully excluded from our Additional Tier 1 Capital under the applicable standards set forth in the Applicable Capital Adequacy Regulations and such exclusion cannot be avoided by us through the taking of reasonable measures available to us. Prior to the publication of any notice of redemption pursuant to this paragraph, we shall deliver to the trustee a certificate signed by an authorized officer stating that the conditions precedent to our right to so redeem have been fulfilled.

Notices of Redemption

Any notice of redemption of the notes shall conform to the requirements with respect to such notice set forth in the Indenture. A redemption notice will be automatically rescinded and will have no force and effect, and no redemption amount will be due and payable, if a Capital Ratio Event, Non-Viability Event, Bankruptcy Event or a Liquidation Event occurs prior to the applicable date fixed for redemption, in which case the notes will be subject to a Going Concern Write-Down or a Write-Down and Cancellation as described under “—Write-Downs and Write-Ups of the Notes” or the subordination provisions as described under “—Ranking” and “—Subordination.” Furthermore, if prior confirmation of the FSA with respect to any redemption of the notes is not obtained or is withdrawn or annulled for any reason prior to the applicable date fixed for redemption, then notice of redemption will be automatically rescinded and will have no force and effect, and no redemption amount will be due and payable. If a notice of redemption is rescinded for any of the reasons described in this paragraph, we will endeavor to promptly deliver written notice to the holders of the notes, the trustee and the agents, specifying the occurrence of the relevant event.

Write-Downs and Write-Ups of the Notes

Going Concern Write-Down upon a Capital Ratio Event

If a Capital Ratio Event occurs, the notes will be subject to a Going Concern Write-Down (as defined below) on the relevant Going Concern Write-Down Date (as defined below) automatically and without any additional action by us, the trustee, the agents or the holders or beneficial owners of the notes.

Upon the occurrence of a Capital Ratio Event, the following will occur on the relevant Going Concern Write-Down Date:

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(together, items (i) – (iii) describing a “Going Concern Write-Down”).

Our obligations with respect to, and any claims for, the payment of the Current Principal Amount of or interest on the notes (including additional amounts with respect thereto, if any) will be suspended to the extent related to the relevant Going Concern Write-Down Amount from the occurrence of a Capital Ratio Event until the relevant Going Concern Write-Down Date, except for 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 Capital Ratio Event and remain unpaid. Each holder and beneficial owner of the notes by its acceptance thereof, authorizes and directs the trustee on its behalf to take such action as may be necessary or appropriate to effectuate the Going Concern Write-Down and appoints the trustee as its attorney-in-fact for any and all such purposes.

A Capital Ratio Event may occur on any number of occasions and accordingly the notes may be written down on any number of occasions. For the avoidance of doubt, the Current Principal Amount of the notes may never be reduced to below one cent per $1,000 in Original Principal Amount as a result of any Going Concern Write-Down.

Except for claims with respect to payments of principal of or interest on the notes (including additional amounts with respect thereto, if any) that have become due and payable prior to the occurrence of the Capital Ratio Event and remain unpaid, upon the occurrence of a Capital Ratio Event, (a) no holder or beneficial owner of the notes shall have any rights whatsoever under the Indenture or the notes to take any action or enforce any rights or to instruct the trustee to take any action or enforce any rights whatsoever, (b) except for any indemnity or security provided by any holder or beneficial owner in such instruction or related to such instruction, any instruction previously given to the trustee by such holder or beneficial owner shall cease automatically and shall be deemed null and void and of no further effect, (c) no holder or beneficial owner may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by us arising under, or in connection with, the notes and each holder and beneficial owner of notes shall, by virtue of its holding of any notes, be deemed to have irrevocably waived all such rights of set-off, compensation or retention, and (d) no holder or beneficial owner will be entitled to make any claim in any bankruptcy, corporate reorganization or liquidation proceedings involving us or have any ability to initiate or participate in any such proceedings or do so through a representative, in each case, to the extent such right, instruction, exercise, claim or pleading, pertains to principal of the notes that has been or will be subject to a Going Concern Write-Down as a result of such Capital Ratio Event having occurred, or interest thereon (including additional amounts with respect thereto, if any), unless such principal amount has been reinstated, as described below under “—Write-Up upon a Write-Up Event.”

We shall, on the date of or as soon as practicable after the occurrence of a Capital Ratio Event, deliver a written notice (a “Going Concern Write-Down Notice”) to the holders and beneficial owners of the notes through DTC and to the trustee and the agents, confirming, among other things, the occurrence of such Capital Ratio Event and specifying with respect to the notes: the relevant Going Concern Write-Down Date, the relevant Going Concern Write-Down Amount and the Current Principal Amount of all of the notes on the relevant Going Concern Write-Down Date after giving effect to the relevant Going Concern Write-Down. Any failure or delay by us to deliver such Going Concern Write-Down Notice will not change or delay the effect of the occurrence of a Capital Ratio Event on our payment and other obligations under the notes, nor give holders or beneficial owners of the notes any rights as a result of such failure or delay.

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“Going Concern Write-Down Date” means the date on which a Going Concern Write-Down shall become effective. A Going Concern Write-Down Date shall occur following each Capital Ratio Event, unless the Current Principal Amount of the notes is one cent per $1,000 in Original Principal Amount. Each Going Concern Write-Down Date shall be determined by us after consultation with the FSA and will be no less than one and no more than 30 days following the date of the relevant Capital Ratio Event.

“Going Concern Write-Down Amount” means the amount by which the Current Principal Amount of the notes per $1,000 in Original Principal Amount is to be reduced on any Going Concern Write-Down Date, such amount being:

“Total Going Concern Write-Down Amount” means the amount determined by us in consultation with the FSA that would be sufficient in order to restore our Consolidated Common Equity Tier 1 Capital Ratio above 5.125% by the Going Concern Write-Down of the notes and the Write-Down or Conversion of any Going Concern Loss Absorbing Instruments.

The Going Concern Write-Down Amount of the notes and the Write-Down or Conversion amount of any Going Concern Loss Absorbing Instruments that are denominated in a currency other than Japanese yen shall be initially calculated in Japanese yen and converted into the currency in which the notes or the relevant Going Concern Loss Absorbing Instruments are denominated based on the relevant exchange rate(s) used by us in respect of the notes and the relevant Going Concern Loss Absorbing Instruments in calculating our Consolidated Common Equity Tier 1 Capital Ratio which resulted in the Capital Ratio Event.

A holder or beneficial owner of a note by its acceptance thereof shall thereby agree that if any payment on the notes is made to such holder or beneficial owner with respect to a payment obligation that was subject to a Going Concern Write-Down as described above, and which did not become due and payable prior to the occurrence of the relevant Capital Ratio Event, then the payment of such amount shall be deemed null and void and the holder or beneficial owner shall be obliged to return the amount of such payment within ten days after receiving notice of the payment.

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Under the Indenture, none of the trustee and the agents shall be under any duty to determine, monitor or report whether a Capital Ratio Event has occurred or circumstances exist which may lead to the occurrence of a Capital Ratio Event and will not be responsible or liable to the holders of the notes or any other person for any loss arising from any failure by it to do so. Unless and until the trustee and the agents receive a Going Concern Write-Down Notice in accordance with the terms of the Indenture, the trustee and each agent shall be entitled to assume that no Capital Raito Event or other such event or circumstance has occurred or exists. The trustee and each agent shall be entitled, without further enquiry and without liability to any holder or any other person, to rely on any Going Concern Write-Down Notice and each such Going Concern Write-Down Notice shall be conclusive evidence of the occurrence of the Capital Ratio Event. Each of the trustee, the agents, DTC and any other relevant clearing system shall be entitled without further enquiry and without liability to any holder of the notes or any other person to rely conclusively on any Going Concern Write-Down Notice, and the same shall be conclusive and binding on holders of the notes. So long as the notes are held in global form, neither the trustee nor the agents nor any common depository nor any registered holder thereof shall, in any circumstances, be responsible or liable to the holders of the notes or any other person for any act, omission or default by DTC or any other relevant clearing system, or its respective participants, members, any broker-dealer or any other relevant third party with respect to the notification and/or implementation of any Going Concern Write-Down by any of them in respect of such notes.

Write-Up upon a Write-Up Event

Subject to compliance with the Applicable Capital Adequacy Regulations, upon the occurrence of a Write-Up Event (as defined below), we shall cause the Current Principal Amount of the outstanding notes that have been subject to one or more Going Concern Write-Downs to be increased by the relevant Write-Up Amount (as defined below) on a Write-Up Date. Each such reinstatement of principal is referred to as a “Write-Up.”

Upon a Write-Up, claims of holders of the notes with respect to payments of principal of the notes that were previously waived upon the occurrence of a Going Concern Write-Down, and our obligations to pay the principal of the notes that were previously discharged and released upon the occurrence of a Going Concern Write-Down, shall be deemed reinstated, and such waiver, discharge and release previously given or granted shall be of no further effect, to the extent of the relevant Write-Up Amount, without any retroactive effect, on the relevant Write-Up Date.

The notes may be subject to one or more Write-Ups, but in no event shall the Current Principal Amount of the notes, after giving effect to any Write-Up, exceed the Original Principal Amount of the notes.

A “Write-Up Event” shall be deemed to occur if we determine, in our sole discretion and in accordance with the Applicable Capital Adequacy Regulations, to reinstate an amount of principal of the notes that was previously subject to one or more Going Concern Write-Downs after we obtain prior confirmation from the FSA that our Consolidated Common Equity Tier 1 Capital Ratio will remain at a sufficiently high level after giving effect to the relevant Write-Up of the notes together with the write-up of any Write-Up Instruments (as defined below).

“Write-Up Amount” means the amount by which the Current Principal Amount of the notes per $1,000 in Original Principal Amount is to be increased on any Write-Up Date, such amount being the product of:

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The Write-Up Amount of the notes and the amount written-up of any Write-Up Instruments that are denominated in a currency other than Japanese yen shall be initially calculated in Japanese yen and converted into the currency in which the notes or the Write-Up Instruments are denominated based on the exchange rate(s) used by us in respect of the notes and the Write-Up Instruments in calculating our most recent Consolidated Common Equity Tier 1 Capital Ratio published prior to the date of the relevant Write-Up Event.

“Write-Up Date” means the date on which a Write-Up shall become effective. Each Write-Up Date will be determined by us in our sole discretion after consultation with the FSA and shall be no less than one and no later than 30 days following the date of the relevant Write-Up Event.

Notwithstanding anything to the contrary contained in the terms of the notes, no Write-Up Event shall occur (i) after any date fixed for the redemption, (ii) after a Liquidation Claim becomes due and payable pursuant to the subordination provisions as described under “—Ranking” and “—Subordination,” or (iii) after an occurrence of a Non-Viability Event or a Bankruptcy Event.

If we determine to effect a Write-Up of the notes, as soon as practicable after such determination, we will deliver a written notice (a “Write-Up Notice”) to the holders of the notes through DTC and to the trustee and the agents, confirming, among other things, our determination to effect a Write-Up and with respect to the notes: the Write-Up Date, the Write-Up Amount and the Current Principal Amount of all of the notes on the Write-Up Date after giving effect to the Write-Up.

Write-Down and Cancellation upon a Non-Viability Event or Bankruptcy Event

If a Non-Viability Event or Bankruptcy Event occurs, the notes will be subject to a Write-Down and Cancellation on the relevant Write-Down and Cancellation Date (as defined below) upon the occurrence of the Non-Viability Event, or immediately upon the occurrence of the Bankruptcy Event, automatically and without any additional action by us, the trustee, the agents or the holders or beneficial owners of the notes.

Upon the occurrence of a Non-Viability Event or a Bankruptcy Event, the following will occur, (a) in the case of a Non-Viability Event, on the relevant Write-Down and Cancellation Date, or (b) in the case of a Bankruptcy Event, immediately upon the occurrence of the Bankruptcy Event: