Sumitomo Mitsui Banking Corporation

Transcription

1 Sumitomo Mitsui Banking Corporation (incorporated under the laws of Japan with limited liability) U.S.$1,350,000,000 Fixed to Floating Rate Perpetual Subordinated Bonds 4700,000,000 Fixed to Floating Rate Perpetual Subordinated Bonds The Initial Purchasers are offering U.S.$1,350,000,000 aggregate principal amount of Fixed to Floating Rate Perpetual Subordinated Bonds (the Dollar Bonds ) and 4700,000,000 aggregate principal amount of Fixed to Floating Rate Perpetual Subordinated Bonds (the Euro Bonds, and together with the Dollar Bonds, the Bonds ) of Sumitomo Mitsui Banking Corporation ( SMBC or the Bank ) outside the United States only to non-u.s. Persons in reliance on Regulation S ( Regulation S ) under the U.S. Securities Act of 1933, as amended (the Securities Act ). In addition, the Initial Purchasers, through their respective selling agents, are offering the Bonds inside the United States to qualified institutional buyers ( QIBs or qualified institutional buyers ) in reliance on Rule 144A ( Rule 144A ) under the Securities Act. Approval in principle has been received for listing of the Bonds on the Singapore Exchange Securities Trading Limited (the SGX-ST ). The listing of the Bonds on the SGX-ST is not to be taken as an indication of the merits of the Bonds or SMBC. The SGX-ST takes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Circular. Interest on the Dollar Bonds will accrue from their date of initial issuance and be payable semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2005, until October 15, 2015, and thereafter quarterly in arrears on January 15, April 15, July 15 and October 15 in each year. Interest will accrue on principal amount of the Dollar Bonds at a rate per annum of 5.625% from and including the date of the initial issuance thereof to but excluding October 15, 2015, and thereafter at a rate per annum equal to London inter-bank offered rate for three-month deposits in U.S. dollars plus 2.55%. Interest on the Euro Bonds will accrue from their date of initial issuance and be payable annually in arrears on October 15 in each year, commencing on October 15, 2005, until October 15, 2015, and thereafter semi-annually in arrears on April 15 and October 15 in each year. Interest will accrue on principal amount of the Euro Bonds at a rate per annum of 4.375% from and including the date of the initial issuance thereof to but excluding October 15, 2015, and thereafter at a rate per annum equal to the Euro-zone inter-bank offered rate for six-month deposits in Euros plus 2.60%. Payment of interest on the Bonds may be deferred at the option of SMBC under the circumstances described under Description of the Bonds Interest Conditional Payment of Interest. The Bonds are undated and accordingly have no final maturity date and will only be redeemable or repayable in the circumstances described herein. The Bonds of each series are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of SMBC on or after October 15, 2015 or in the event of certain changes affecting taxes of Japan, in each case after having obtained the prior consent of the Japanese Financial Services Agency (the FSA ). See Description of the Bonds Optional Redemption and Purchase. The Bonds will be issued only in registered book-entry form. The Dollar Bonds will be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof and the Euro Bonds will be issued in denominations of 450,000 and integral multiples of 41,000 in excess thereof. The Dollar Bonds will be represented by global certificates deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company ( DTC ). Except as described herein, beneficial interests in these global certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants. The Euro Bonds will be represented by global certificates registered in the name of a common depositary of Euroclear Bank, S.A./N.V., as operator of Euroclear System ( Euroclear ), and Clearstream Banking, société anonyme ( Clearstream ). Except as described herein, beneficial interests in these global certificates will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream and their direct and indirect participants. See Risk Factors beginning on page 6 to read about certain factors you should consider before buying the Bonds. Offering Price: % and accrued interest, if any, for the Dollar Bonds Offering Price: % and accrued interest, if any, for the Euro Bonds Interest on the Bonds will accrue from July 22, THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND ARE BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES ONLY TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND (II) IN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT. PROSPECTIVE PURCHAS- ERS ARE HEREBY NOTIFIED THAT THE SELLER OF THE BONDS MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE BONDS ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER NOTICE TO INVESTORS. The Initial Purchasers expect to deliver the Dollar Bonds through the facilities of DTC and the Euro Bonds through the facilities of Euroclear and Clearstream, in each case on or about July 22, Joint Lead Managers and Joint Bookrunners Goldman Sachs International Morgan Stanley UBS Investment Bank Daiwa Securities SMBC Europe Deutsche Bank JPMorgan Merrill Lynch International Offering Circular dated July 15, 2005.

2 This Offering Circular is confidential and is being furnished by SMBC in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the Bonds described herein. The information contained in this Offering Circular has been provided by SMBC and other sources identified herein. No representation or warranty, expressed or implied, is made by the Initial Purchasers, the Trustee or any paying agent as to the accuracy or completeness of such information, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by the Initial Purchasers, the Trustee or any paying agent. Any reproduction or distribution of this Offering Circular, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Bonds is prohibited. Each offeree of Bonds, by accepting delivery of this Offering Circular, agrees to the foregoing. No person has been authorized to give any information or to make any representations other than those contained in this Offering Circular, and, if given or made, such information or representations must not be relied upon as having been authorized. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of SMBC or any of SMBC s subsidiaries or affiliates since the date hereof or that the information contained herein is correct as of any time subsequent to its date. THE BONDS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHOR- ITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS DOCU- MENT OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE BONDS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY THE FSA. FURTHERMORE, THE FSA HAS NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. The distribution of this Offering Circular and the offering and sale of Bonds in certain jurisdictions may be restricted by law. SMBC and the Initial Purchasers require persons into whose possession this Offering Circular comes to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on the offering, sale and resale of the Bonds, see Notice to Investors. This Offering Circular does not constitute an offer of, or an invitation to purchase, any of the Bonds in any jurisdiction in which such offer or invitation would be unlawful. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLI- CATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEP- TION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OR THIS PARAGRAPH. ii

3 Notice to Australian Investors Only SMBC is not a bank authorized under the Banking Act 1959 (Cth) of Australia. ADDITIONAL INFORMATION If at any time SMBC is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, it will furnish, upon written request, to any holder of the Bonds, or any prospective purchaser designated by such holder, the information required to be delivered pursuant to Rule 144A(d)(4). At any time SMBC is entitled to the exemption under Rule 12g3-2(b) under the Exchange Act, it will not be required to deliver information that would otherwise be required to be delivered under Rule 144A(d)(4). This Offering Circular contains summaries believed to be accurate with respect to certain terms of certain documents and such summaries are qualified in their entirety by reference to such documents. The content of this Offering Circular is not to be construed as legal, business or tax advice. Each prospective investor should consult his own attorney, business advisor and tax advisor as to legal, business and tax advice. In making an investment decision, investors must rely on their own examination of SMBC and the terms of this offering, including the merits and risks involved. Investors should be aware that they may be required to bear the financial risks of the investment for an indefinite period of time. During the course of this offering and prior to sale, each offeree of the Bonds is invited to ask questions of SMBC concerning the terms and conditions of this offering. The Bonds have not been and will not be registered under the Securities and Exchange law of Japan (Law No. 25 of 1948, as amended) (the Securities and Exchange Law ) and are subject to the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended) (the Special Taxation Measures Law ). The Bonds may not be offered, sold or delivered in Japan or to, or for the benefit of, residents of Japan or Japanese corporations, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. See Offer and Resale. Interest payments on the Bonds generally will be subject to Japanese withholding tax unless the holder establishes that the Bonds are held by or for the account of a holder that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes or is a Japanese designated financial institution described in Article 6 of the Special Taxation Measures Law. See Taxation Japanese Taxation. No action has been or will be taken to permit a public offer of the Bonds in any jurisdiction. This Offering Circular may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in that jurisdiction. Unless otherwise specified or the context requires, references to days are to calendar days, references to years are to calendar years and to fiscal years are to fiscal years of SMBC ending on March 31, references to $, dollars and U.S. dollars are to United States dollars, references to Euros and 4 are to the currency of those member states of the European Union which are participating in European Economic and Monetary Union pursuant to the Treaty on European Union, and references to yen and are to Japanese yen. SMBC and Bank refer to Sumitomo Mitsui Banking Corporation. References to the SMBC Group are to SMBC and its subsidiaries and controlled affiliates taken as a whole, and references to the SMFG Group are to Sumitomo Mitsui Financial Group, Inc. ( SMFG ) and its subsidiaries and controlled affiliates taken as a whole. IN CONNECTION WITH THE OFFERING, GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORATIONS MAY PURCHASE AND SELL BONDS IN THE OPEN MARKET. THESE TRANSACTIONS MAY INCLUDE SHORT SALES, STABILIZING TRANSAC- TIONS AND PURCHASES TO COVER POSITIONS CREATED BY SHORT SALES. SHORT SALES INVOLVE THE SALE BY GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORATIONS OF A GREATER NUMBER OF BONDS THAN THE INITIAL PURCHASERS ARE REQUIRED TO PURCHASE IN THE OFFERING. STABILIZING TRANSACTIONS CONSIST OF CERTAIN BIDS OR PURCHASES MADE FOR THE PURPOSE OF PREVENTING OR RETARDING iii

4 A DECLINE IN MARKET PRICES FOR THE BONDS WHILE THE OFFERING IS IN PROGRESS. GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORATIONS ALSO MAY IMPOSE A PENALTY BID. THIS OCCURS WHEN A PARTICULAR INITIAL PURCHASER REPAYS TO GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORA- TIONS A PORTION OF THE UNDERWRITING COMMISSION RECEIVED BY SUCH INITIAL PURCHASER BECAUSE THE REPRESENTATIVES HAVE REPURCHASED BONDS SOLD BY OR FOR THE ACCOUNT OF SUCH INITIAL PURCHASER IN STABILIZING OR SHORT COVERING TRANSACTIONS. THESE ACTIVITIES BY GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORATIONS MAY STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICES OF THE BONDS. AS A RESULT, THE PRICES OF THE BONDS MAY BE HIGHER THAN THE PRICES THAT OTHERWISE MIGHT EXIST IN THE OPEN MARKET. IF THESE ACTIVITIES ARE COMMENCED, THEY MAY BE DISCONTINUED BY GOLDMAN SACHS INTERNATIONAL AND/OR ANY OF ITS RELATED CORPORATIONS AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH STABILIZING SHALL BE IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES. iv

5 NOTICE TO INVESTORS Because of the following restrictions, you are advised to consult legal counsel prior to making any reoffer, resale, pledge or other transfer of any Bond. As a purchaser of Bonds (including the beneficial owners of Bonds as they exist from time to time, in each case as of the time of purchase), by accepting delivery of this Offering Circular or acquiring an interest in the Bonds, you will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A and Regulation S are used herein as defined therein): (1) You (A) (i) are a QIB, (ii) are aware that the sale of Bonds to you is being made in reliance on Rule 144A and (iii) are acquiring such Bonds for your own account or the account of a QIB, as the case may be, or (B) (i) are not a U.S. Person, (ii) are located outside the United States, (iii) are not acquiring Bonds for the account or benefit of a U.S. Person, and (iv) otherwise are purchasing pursuant to Regulation S. (2) You understand that the Bonds have not been registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred except (A) (i) to a person who you reasonably believe is a QIB in a transaction meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 903 or Rule 904 of Regulation S or (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) and (B) in accordance with all applicable securities laws of the states of the United States and of any other jurisdictions. (3) On each day that you hold Bonds, either (A) you are not yourself, and are not acquiring any Bonds with plan assets of, any employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended (each, a Plan ) or an entity whose underlying assets include plan assets by reason of any Plan s investment in the entity, or any investor subject to similar prohibited transaction rules under other laws or regulations ( Similar Laws ) or (B) the purchase and holding of any Bonds by you is exempt under U.S. Department of Labor Prohibited Transaction Class Exemption ( PTCE ) (for certain transactions determined by in-house asset managers), (for certain transactions involving insurance company general accounts), (for certain transactions involving bank collective investment funds), 90-1 (for certain transactions involving insurance company separate accounts), or (for certain transactions determined by independent qualified professional asset managers) or any Similar Law. (4) Each Bond shall include the following legend: INTEREST PAYMENTS ON THIS BOND WILL BE SUBJECT TO JAPANESE WITHHOLD- ING TAX UNLESS THE HOLDER ESTABLISHES THAT THIS BOND IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS NOT AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION FOR JAPANESE TAX PURPOSES OR IS A DESIGNATED JAPA- NESE FINANCIAL INSTITUTION DESCRIBED IN ARTICLE 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN. INTEREST PAYMENTS ON THIS BOND TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION NOT DESCRIBED IN THE PRECEDING PARAGRAPH WILL BE SUBJECT TO DEDUCTION OF JAPANESE INCOME TAX AT A RATE OF 15% OF THE AMOUNT SPECIFIED IN SUBPARAGRAPH (A) or (B) BELOW, AS APPLICABLE: (A) IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR TO A JAPANESE CORPORATION (EXCEPT AS PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; AND (B) IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITU- TION OR A SECURITIES COMPANY THROUGH A JAPANESE PAYMENT HANDLING AGENT AS PROVIDED IN ARTICLE 3-3, PARAGRAPH 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. v

6 (5) Global certificates representing the Bonds sold in reliance on Rule 144A (the Rule 144A Bonds ) will bear a legend to the following effect unless SMBC determines otherwise in compliance with applicable law: THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ). THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF SUMITOMO MITSUI BANKING CORPORATION AND THE INITIAL PURCHASERS THAT THESE SECURITIES MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANS- FERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT ( RULE 144A ) TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A QUALIFIED INSTITUTIONAL BUYER ), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUN- DER (IF AVAILABLE). (6) The global certificates representing the Bonds sold in reliance on Regulation S (the Regulation S Bonds ) will bear a legend to the following effect unless SMBC determines otherwise in compliance with applicable law: THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE REOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. If any purchaser is acquiring any Bonds for the account of one or more QIBs, such purchaser represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing representations and agreements on behalf of each such account. Prospective purchasers are hereby notified that sellers of the Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. SMBC and the Initial Purchasers and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements. It is anticipated that the Bonds will trade only in book-entry form, except in the circumstances described under Description of the Bonds Form, Book-Entry and Transfer Global Bonds Exchanges of Global Bonds for Definitive Bonds. vi

7 FORWARD LOOKING STATEMENTS This Offering Circular contains statements that constitute forward looking statements. These statements appear in a number of places in this Offering Circular and include statements regarding the intent, belief or current expectations of SMBC or its officers with respect to the future results of operations and financial condition of SMBC, the SMBC Group, SMFG and the SMFG Group, including without limitation future loan loss provisions and financial support to certain borrowers. In addition, in those and other portions of this document, the words anticipate, believe, estimate, expect, intend, may, plan, probability, risk, project, should, seek, target and similar expressions, as they relate to SMBC or its management, are intended to identify forward looking statements. You can also identify forward looking statements by discussions of strategy, plans or intentions. Such statements reflect the current views of SMBC with respect to future events and are subject to certain risks, uncertainties and assumptions, including the risk factors described in this Offering Circular. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. Forward looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward looking statements as a result of various factors. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward looking statements, which speak only as of the date of this Offering Circular. We disclaim any obligation to update, or to announce publicly any revision to, any of the forward looking statements contained in this Offering Circular to reflect any actual events or developments. The information contained in this Offering Circular, including without limitation the information under Risk Factors, identifies important factors that could cause such differences, including but not limited to a change in overall economic conditions, changes in market rates of interest, further declines in the value of equity securities or real estate in Japan, further deterioration of the quality of loans to certain industry sectors in Japan and the effect of new legislation or government directives. ENFORCEMENT OF CIVIL LIABILITIES SMBC is a joint stock company with limited liability (kabushiki kaisha) incorporated under the laws of Japan. Most or all of SMBC s directors and executive officers are non-residents of the United States and all or a substantial portion of the assets of such non-resident persons and of SMBC are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon SMBC or such persons or to enforce against any of them in United States courts judgments obtained in such courts predicated upon the civil liability provisions of the United States federal securities laws. SMBC has been advised by Nagashima Ohno & Tsunematsu, its Japanese counsel, that there is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated solely upon the federal securities laws of the United States. SMBC has expressly submitted to the jurisdiction of New York State and United States federal courts sitting in The City of New York for the purpose of any suit, action or proceeding arising out of the offering of the Bonds and has appointed its New York Branch, at Sumitomo Mitsui Banking Corporation, New York Branch, 277 Park Avenue, New York, New York 10172, Attention: General Manager, Planning Department, The Americas Division as its agent in The City of New York to accept service of process in any such action. vii

8 PRESENTATION OF FINANCIAL INFORMATION In this Offering Circular, certain yen amounts have been translated for convenience into dollars at the rate of = $1.00 as at March 31, However, such translations should not be construed as representations that the yen amounts have been, could have been or could be converted into dollars at that or any other rate. The median exchange rate quotation by SMBC for buying and selling spot dollars by telegraphic transfer against yen on July 14, 2005 was = $1.00. In this document, where 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 and where 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. 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. SMBC s financial statements are prepared in accordance with generally accepted accounting principles in Japan ( Japanese GAAP ), which differs in certain respects from generally accepted accounting principles in certain other countries. The material differences between Japanese GAAP and generally accepted accounting principles in the United States ( U.S. GAAP ) relevant to SMBC are described under Summary of Selected Differences between Japanese GAAP and U.S. GAAP. Unless otherwise stated, all financial information relating to SMBC in this Offering Circular is presented on a consolidated basis. viii

9 SUMMARY The following summary is qualified in its entirety by, and is subject to, the detailed information and financial statements contained elsewhere in this Offering Circular. The offering of the Bonds is referred to herein as the Offering. For a discussion of certain matters that should be considered by prospective investors in the Bonds, see Risk Factors beginning on page 6. Sumitomo Mitsui Banking Corporation SMBC is one of the world s leading commercial banks, with 97.5 trillion in consolidated total assets as of March 31, SMBC provides an extensive range of wholesale and retail banking services in Japan and overseas to its customers. In Japan, SMBC accepts deposits, makes loans and extends guarantees to corporations, individuals, governments and governmental entities. It also offers financing solutions such as through syndicated lending, structured finance and project finance. SMBC also underwrites and deals in bonds issued by or under the guarantee of the Japanese government and local government authorities, and acts in various administrative and advisory capacities for certain types of corporate and government bonds. Internationally, SMBC operates through a network of branches, representative offices, subsidiaries and affiliates to provide syndicated lending, project finance and portfolio management services while participating in international securities markets. SMBC is a wholly-owned subsidiary of SMFG. SMFG was formed as the holding company for the SMFG Group through a statutory share transfer (kabushiki iten) under the Japanese Commercial Code (Law No. 48 of 1899, as amended) (the Commercial Code ) on December 2, 2002 as a joint stock corporation with limited liability under the laws of Japan. See Formation of the SMBC Group and the SMFG Group. 1

10 Issuer ******************* Securities Offered ********* Ranking ***************** Interest ****************** The Offering Sumitomo Mitsui Banking Corporation ( SMBC or the Bank ). U.S.$1,350,000,000 aggregate principal amount of Fixed to Floating Rate Perpetual Subordinated Bonds (the Dollar Bonds ) and 4700,000,000 aggregate principal amount of Fixed to Floating Rate Perpetual Subordinated Bonds (the Euro Bonds, and together with the Dollar Bonds, the Bonds ) of SMBC. The Bonds constitute direct, unsecured obligations of SMBC and shall at all times rank pari passu without any preference among themselves and at least equally and ratably with all indebtedness of SMBC which is subordinated to the Senior Indebtedness. Upon the occurrence of a Subordination Event and (a) in the case of a Subordination Event other than civil rehabilitation proceedings, so long as such Subordination Event is continuing, or (b) in the case of civil rehabilitation proceedings, so long as (i) neither a Summary Rehabilitation Order nor Consent Rehabilitation Order shall have been issued, (ii) the civil rehabilitation proceedings shall not have been conclusively cancelled or abolished by the court and (iii) the civil rehabilitation plan shall not have been conclusively disapproved or cancelled by the court, no payment in respect of principal of, or interest (including Additional Amounts, if any) on, the Bonds or indemnification of judgment currency described under Description of the Bonds Indemnification of Judgment Currency (except for amounts which shall have become due and payable prior to the date on which the Subordination Event shall have occurred) shall be made by SMBC unless and until a Condition for Liquidation Payment shall have occurred, in which case the payments in respect of the principal of or interest (including Additional Amounts, if any) on the Bonds and indemnification of judgment currency shall not exceed the amount of the liquidation distributions which would have been paid from the assets of SMBC in respect of the amount of the principal of and interest on the Bonds (except for amounts which shall have become due and payable prior to the occurrence of such Condition for Liquidation Payment) had the Bonds and all Liquidation Parity Securities been preference shares of SMBC ranking most senior in priority of payment as to liquidation distributions. As of March 31, 2005, on a non-consolidated basis, SMBC had deposits and other liabilities, including dated subordinated indebtedness (including those in respect of bonds, notes and debentures), that, upon the occurrence of a Subordination Event and the satisfaction of any procedural requirements, would rank senior to the obligations under the Bonds, with an aggregate principal amount equivalent to 86,574 billion (including 1,975 billion in dated subordinated obligations). The Indenture and the Bonds do not contain any limitations on the amount of Senior Indebtedness that may be hereafter incurred or assumed by SMBC. As of March 31, 2005, on a non-consolidated basis, SMBC had outstanding subordinated indebtedness that, upon the occurrence of a Subordination Event, would rank pari passu to the obligations under the Bonds with an aggregate principal amount equivalent to 1,668 billion and other outstanding Liquidation Parity Securities with an aggregate liquidation preference equivalent to 1,310 billion. See Description of the Bonds Ranking; Subordination. Dollar Bonds. Interest on the Dollar Bonds will accrue from their date of initial issuance and be payable (i) semi-annually in arrears on April 15 and October 15 in each year, commencing on October 15, 2005, until October 15, 2015 (the Reset Date ) and (ii) thereafter quarterly in arrears on January 15, 2

11 April 15, July 15 and October 15 in each year, or if an interest payment date is not a Business Day, the immediately succeeding Business Day, subject to deferral of interest payment at the option of SMBC as described under Description of the Bonds Interest Conditional Payment of Interest. Interest will accrue on the principal amount of the Dollar Bonds at a rate per annum of 5.625% from and including the date of the initial issuance thereof to but excluding the Reset Date, and thereafter at a rate per annum equal to London inter-bank offered rate for three-month deposits in U.S. dollars plus 2.55%, as more fully described under Description of the Bonds Interest General Determination of USD LIBOR. Prior to the Reset Date, interest on the Dollar Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months and thereafter it will be calculated on the basis of a 360-day year and the actual number of days elapsed. Euro Bonds. Interest on the Euro Bonds will accrue from their date of initial issuance and be payable (i) annually in arrears on October 15 in each year, commencing on October 15, 2005, until the Reset Date, and (ii) thereafter semi-annually in arrears on April 15 and October 15 in each year, or if an interest payment date is not a Business Day, the immediately succeeding Business Day, subject to deferral of interest payment at the option of SMBC as described under Description of the Bonds Interest Conditional Payment of Interest. Interest will accrue on the principal amount of the Euro Bonds at a rate per annum of 4.375% from and including the date of the initial issuance thereof to but excluding the Reset Date, and thereafter at a rate per annum equal to the Euro-zone inter-bank offered rate for six-month deposits in Euros plus 2.60%, as more fully described under Description of the Bonds Interest General Determination of EURIBOR. Prior to the Reset Date, interest on the Euro Bonds will be calculated on the basis of the actual number of days in the interest period in respect of which payment is being made divided by 365 (or, if any portion of that interest period falls in a leap year, the sum of (i) the actual number of days in that portion of the interest period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the interest period falling in a non-leap year divided by 365) and thereafter it will be calculated on the basis of a 360-day year and the actual number of days elapsed. Conditional Payment of Interest. In the case that any of the following conditions is met on any interest payment date for the Dollar Bonds or the Euro Bonds: ) the amount of the Distributable Profits, based on SMBC s financial statements approved or reported at the general meeting of the shareholders of SMBC held immediately prior to such interest payment date or approved by or reported to the shareholders of SMBC by or for the purpose of a written consent in lieu of such general meeting, does not exceed zero; ) a Regulatory Event has occurred as of such interest payment date; or ) an Interest Payment Insolvency Event has occurred as of such interest payment date; the interest payment to be made on such interest payment date may, at the option of SMBC, be deferred to the earlier of (a) the first interest payment date for the Dollar Bonds or the Euro Bonds, respectively, on which none of such conditions is met or (b) the date set for any redemption, as more fully described 3

12 under Description of the Bonds Interest Conditional Payment of Interest. Optional Redemption and Purchase ***************** Limited Rights of Acceleration ************** Use of Proceeds *********** Trustee ****************** Calculation Agent for the Bonds ******************* The Bonds are undated and accordingly have no final maturity date and will not be redeemable or repayable except that (i) each series of Bonds is subject to redemption in whole, but not in part, on any interest payment date for such series on or after October 15, 2015 at the option of SMBC subject to the prior consent of the FSA, (ii) each series of Bonds is subject to redemption in whole, but not in part, at any time at the option of SMBC subject to the prior consent of the FSA, in the event that SMBC has or will become obligated to pay Additional Amounts as a result of a change in the laws or regulations of Japan or any authority thereof or therein having power to tax, or change in the application or official interpretation of such laws or regulations, which change becomes effective on or after the date of this Offering Circular and such obligation cannot be avoided by SMBC taking reasonable measures available to it and (iii) SMBC, SMFG and any Subsidiary may, at any time but subject to the prior consent of the FSA, purchase any or all of the Bonds in the open market or otherwise at varying prices. Any redemption of the Dollar Bonds or Euro Bonds, as applicable, shall be at their principal amount together with interest accrued thereon to the date fixed for redemption, including any Additional Amounts thereon, provided that if the date fixed for redemption is an interest payment date, the interest payable shall be payable to the holders of such Bonds registered as such at the close of business on the relevant record date. Any Bonds so redeemed or purchased by SMBC, SMFG or any Subsidiary shall be surrendered to the Trustee for cancellation. See Description of the Bonds Optional Redemption and Purchase. The Bonds shall become immediately due and payable if a Condition for Liquidation Payment shall occur, in which case the payments in respect of the principal of and interest on the Bonds shall not exceed the amount of the liquidation distributions which would have been paid from the assets of SMBC in respect of the amount of the principal of and interest on the Bonds (except for amounts which shall become due and payable prior to the occurrence of such Condition for Liquidation Payment) had such principal and interest and all Liquidation Parity Securities been preference shares of SMBC ranking most senior in priority of payment as to liquidation distribution. Redemption shall be at the principal amount thereof together with interest accrued to the date of redemption. Non-payment of principal or interest or breach of covenants in the Indenture or the Bonds will not constitute a default under the Indenture or the Bonds or cause any Bond to become due and payable. SMBC intends to use the proceeds from the Offering for general corporate purposes. JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A., acting through its London Office 4

13 Principal Paying Agent, Transfer Agent and Registrar for the Dollar Bonds ******************* Principal Paying Agent, Transfer Agent and Registrar for the Euro Bonds ******************* Form and Denomination *** JPMorgan Chase Bank, N.A., acting through its New York Office JPMorgan Chase Bank, N.A., acting through its London Office The Bonds will be issued only in fully registered form, without coupons. Dollar Bonds will be initially represented by one or more global Bonds deposited with the custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee. Euro Bonds will be initially represented by one or more global Bonds registered in the name of and deposited with a common depositary of Euroclear and Clearstream on behalf of Euroclear and Clearstream. Dollar Bonds will be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof and Euro Bonds will be issued in denominations of 450,000 and integral multiples of 41,000 in excess thereof. The security numbers for the Bonds are: For the Bonds sold under Regulation S: Dollar Bonds Euro Bonds Cusip No.: ********************** J7771KGY7 J7771KGZ4 ISIN: ************************** USJ7771KGY76 XS Common Code: ****************** For the Bonds sold under Rule 144A: Dollar Bonds Euro Bonds Cusip No.:*********************** AB AC8 ISIN: *************************** US865622AB01 XS Common Code:******************* Listing and Trading ******* Resale Restrictions ******** Risk Factors************** Approval in principle has been received for listing of the Bonds on the Singapore Exchange Securities Trading Limited (the SGX-ST ). The resale of Bonds by purchasers in the Offering is subject to certain restrictions described under Notice to Investors and Description of the Bonds Form, Book-Entry and Transfer. The purchase of the Bonds is subject to certain risks, including risks associated with SMBC s financial condition, the state of the economy and financial system in Japan and the terms of the Bonds, including the circumstances under which SMBC may choose to defer interest payment and the absence of rights to accelerate the Bonds upon SMBC s failure to pay interest on the Bonds. Prospective investors should carefully consider the information under Risk Factors beginning on page 6, in conjunction with the other information contained in this Offering Circular before purchasing any Bonds in the Offering. 5

14 RISK FACTORS Prior to making an investment decision, prospective investors should carefully consider, along with other matters set forth in this Offering Circular, the following risk factors. These risk factors are not necessarily of equal importance, likelihood of occurrence or duration. Additionally, certain of the risk factors may be related to others, and the occurrence of events described in one risk factor could increase the likelihood of occurrence of events appearing in others. Except as otherwise indicated, the information herein with respect to the Bank is presented on a consolidated basis. See Presentation of Financial Information. Risks Related to the Bank The Bank May Not Be Able to Reduce or Maintain Its Problem Asset Ratio and May Continue to Face Losses Relating to Non-Performing Loans As of March 31, 2005, the Bank had billion in bankrupt and quasi-bankrupt assets, billion in doubtful assets and billion in substandard loans on a non-consolidated basis. For a description of the various loan categories, see Business Loan Losses and Non-Performing Loans Disclosure of Problem Assets Under the Financial Reconstruction Law. The FSA s Program for Financial Revival (the FSA s Program ) announced on October 30, 2002 stated, as one of the goals for major Japanese banks, the reduction by March 31, 2005 of the aggregate ratio of total problem assets to the sum of total problem assets and normal assets (the Problem Asset Ratio ), calculated on a non-consolidated basis, by about half as compared to the ratio as of March 31, As of March 31, 2002, the Bank s Problem Asset Ratio, calculated on a nonconsolidated basis, was 8.9%. As of March 31, 2005, the Bank reduced its non-consolidated Problem Asset Ratio to 3.3%. However, for the reasons set forth below, there can be no assurance that the Bank will be able to reduce or maintain its Problem Asset Ratio. The Bank has recognized very sizeable losses relating to non-performing loans relative to its operating profits and capital levels in recent years. The Bank recognized credit costs of 924 billion and 1,167 billion for the fiscal years ended March 31, 2004 and 2005, respectively. Credit costs consist of net additions to general and specific reserves and reserves for specific overseas loan losses, write-off of loans, provision for reserves for losses on loans sold and losses on sales of delinquent loans. While the quality of the Bank s loan portfolio has improved, there can be no assurance that the Bank s level of non-performing loans will continue to remain at or below its current level or that credit costs for the current year and future fiscal years will decrease. Factors that might contribute to an increase in the Bank s level of nonperforming loans or continued high credit costs include: ) the protracted economic difficulties in Japan and continuing deflation (despite signs of recovery); and ) possible action by regulators to introduce more stringent rules on borrower classification. The Bank s non-performing loans are largely comprised of loans made after the bubble era to domestic and overseas corporate customers as well as to Japanese individuals. The effects of the prolonged weak economic conditions in Japan, as well as financial difficulties faced by the Bank s customers, have caused the Bank to recognize substantial credit costs. Recently, Japanese economic conditions have shown signs of a modest recovery, as evidenced by positive growth in gross domestic product, or GDP, general improvement in the Japanese equity markets and a decline in the number of corporate bankruptcies. Nevertheless, the number of corporate bankruptcies remains high, and the Japanese economy continues to be subject to deflationary conditions characterized, among other things, by continued declines in real estate prices in much of Japan and in consumer prices. A decline in the Japanese economy or economic problems elsewhere in the world could result in increases in non-performing loans and an increase in the Bank s extension of financial support or debt forgiveness to troubled customers. See The Bank May Need To Provide Additional Support to Japanese Financial Institutions, Troubled Customers or Affiliated Companies. In addition, the Bank may recognize credit losses in excess of reserves or need to make additional reserves against loans if the value of the collateral securing the Bank s loans declines or if the Bank changes its policies regarding reserves, independently or in response to new 6

15 regulatory guidance or requirements. See If the Bank s Reserves for Possible Loan Losses Prove Insufficient to Cover Loan Losses, the Bank May Have to Increase Its Reserves or Otherwise Incur Credit Losses. Moreover, in recent years, high-profile bankruptcy filings and reports of past accounting irregularities, including fraud, in various companies world-wide have raised corporate credibility issues, particularly with respect to public companies. In response to these developments, regulators, auditors and corporate managers generally have begun to review financial statements more thoroughly and conservatively. As a result, additional accounting irregularities may be uncovered and cause delistings, declines in share prices or credibility, bankruptcy filings or other consequences to borrowers. Such developments could increase the Bank s credit costs if they directly involve the Bank s borrowers or indirectly affect the credit of the Bank s borrowers. Regulatory changes or action may also increase the level of the Bank s non-performing loans and increase its credit costs. The FSA s Program called for a tighter assessment of bank assets by implementing, among other measures, a review of the criteria used to determine the average remaining periods for loans used to calculate provisioning, a harmonized classification method for large borrowers among banks, the valuation of debt for equity swaps at fair value and the rigorous examination of reconstruction plans and assessments of collateral. If the Bank or the FSA should apply stricter standards with respect to the assessment of loan assets including nonperforming loans, or broaden the scope of the borrowers to which the methodology applies, the Bank may need to recognize further credit losses. See Supervision and Regulation Japan The Financial Services Agency. On November 12, 2004, the FSA announced that it had completed its special on-site inspection of the Bank together with 10 other major Japanese banks for the six month period ended September 30, The inspections involved a review of the classification of 135 large borrowers whose stock prices, external ratings and other indicators had been experiencing significant changes, and consideration of whether each such borrower was classified in the category appropriate to its most recent business condition. As a result of these special inspections, 39 borrowers were downgraded from the classifications given them by the banks as of March 31, 2004, and, of these, 31 borrowers were reclassified as potentially bankrupt borrowers or worse. Major Japanese banks, including the Bank, calculated the amount of write-offs and provisions for loan losses for the fiscal year ended March 31, 2005 in a manner consistent with the recommendations arising out of the special inspection. In addition, the FSA announced in April 2004 that it would introduce new inspections focusing on banks credit risk management with respect to large borrowers. See Supervision and Regulation Japan The Financial Services Agency Examination of Banks. If the FSA were to expand the scope of large borrowers or conduct further special inspections, the Bank s credit costs may become higher than those recorded and may further adversely affect the financial condition and operating results of the Bank. If the Bank s Reserves for Possible Loan Losses Prove Insufficient to Cover Loan Losses, the Bank May Have to Increase Its Reserves or Otherwise Incur Credit Losses In accordance with FSA guidelines, the Bank maintains general or specific reserves with respect to the various categories of borrowers in proportion to the expected losses. As of March 31, 2005, the Bank s general and specific reserves amounted, on a consolidated basis, to 612 billion and 624 billion, respectively, and, on a non-consolidated basis, to 418 billion and 568 billion, respectively. The Bank s reserves for possible loan losses are based on past experience, evaluations, assumptions and estimates about its borrowers, the value of collateral and guarantees, general economic and business conditions and other factors. The Bank s actual credit losses could prove to be materially different from estimates and materially exceed its reserves. In the future, the Bank may have to increase its reserves for possible loan losses or otherwise incur credit losses on existing assets in excess of reserves if: ) economic conditions lead to further deterioration of the financial condition of the Bank s borrowers; ) the Bank changes its standards for establishing reserves for possible loan losses independently or pursuant to regulatory changes; ) the value of collateral held by the Bank declines, particularly due to declines in real estate prices in most of Japan and limited liquidity in the real estate market, causing the Bank either to make additional 7