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Sumitomo Mitsui Banking Corporation New York Branch US$750,000,000 8.00% SUBORDINATED NOTES DUE JUNE 15, 2012

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Sumitomo Mitsui Banking Corporation New York Branch US$750,000,000 8.00% SUBORDINATED NOTES DUE JUNE 15, 2012 Sumitomo Mitsui Banking Corporation New York Branch US$750,000,000 8.00% SUBORDINATED NOTES DUE JUNE 15, 2012 Sumitomo Mitsui Banking Corporation, acting through its New York Branch, proposes to issue $750,000,000 aggregate principal amount of 8.00%subordinated notes due June 15, 2012. Interest on the Notes is payable semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 2002. The Notes are not redeemable prior to maturity, except that the Notes are redeemable as a whole, at the principal amount thereof, in the event of certain changes in the tax laws of Japan or the United States. The Notes will be represented by one or more Global Notes registered in the name of a nominee of The Depository Trust Company, or DTC. Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as provided herein, Notes in definitive form will not be issued. Initial settlement for the Notes and settlement of any secondary market trades in the Notes will be made in immediately available funds. The Notes will settle in DTC’s Same-Day Funds Settlement System and may also settle through Clearstream and the Euroclear System. All payments of principal and interest will be made in immediately available funds. See ‘‘Description of Notes’’. The Notes will be issued in denominations of $100,000 or integral multiples of $1,000 in excess thereof. The Notes will constitute unsecured obligations of the Bank and upon the occurrence of a Subordination Event (as defined herein) any amounts payable under the Notes (except for such amounts which shall have become due and payable, other than solely by way of acceleration, prior to the date on which a Subordination Event shall have occurred) shall be subordinated in right of payment to the prior payment of all Senior Indebtedness (as defined herein) of the Branch and the Bank. See ‘‘Description of Notes—Subordination’’ and ‘‘—Actions Against the Bank; Limitations’’. (Continued on following page.) See ‘‘Risk Factors’’ beginning on page 8 to read about factors you should consider before making an investment in the Notes. The Notes are not required to be, and have not been, registered under the Securities Act of 1933. The Notes are not insured by the Federal Deposit Insurance Corporation or any other government agency. Neither the Branch nor the Bank is subject to the periodic reporting requirements of the Securities Exchange Act of 1934. Initial Public Underwriting Proceeds to Offering Price(1) Discount(2) the Branch(1) Per Note ....................................................... 99.909%0.650%99.259% Total .......................................................... $749,317,500 $4,875,000 $744,442,500 (1) Plus accrued interest from June 25, 2002. (2) The Bank (including the Branch) has agreed to indemnify the Underwriters against certain civil liabilities, including liabilities under applicable securities laws. See ‘‘Underwriting’’. The Notes are offered severally by the Underwriters, as specified herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. It is expected that the Notes will be ready for delivery in book-entry form through the facilities of The Depository Trust Company in New York, New York, on or about June 25, 2002 against payment therefor in immediately available funds. Joint Lead Managers and Joint Bookrunners Goldman, Sachs & Co. Morgan Stanley Joint Lead Manager Daiwa Securities SMBC Europe Limited UBS Warburg Deutsche Bank Securities JPMorgan Nomura Securities Credit Suisse First Boston Offering Circular dated June 18, 2002 The information contained herein is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the offering circular is delivered in final form. Under no circumstances shall this offering circular constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Payment of the principal of the Notes may be accelerated only in the case of events of default (as defined herein). There is no right of acceleration of the payment of principal of the Notes upon a default in the payment of interest or in the performance of any covenant of the Branch or the Bank. See ‘‘Description of Notes—Events of Default; Limited Rights of Acceleration’’. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘UK Listing Authority’’) for the Notes to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Notes to be admitted to trading on the London Stock Exchange’s market for listed securities. Admission to the Official List of the UK Listing Authority together with admission to trading on the London Stock Exchange’s market for listed securities constitute official listing on a stock exchange. IN CONNECTION WITH THIS OFFERING, GOLDMAN, SACHS & CO. (OR ANY PERSON ACTING FOR IT) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE LONDON STOCK EXCHANGE, IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE OUTSIDE OF JAPAN. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. THE NOTES MAY NOT BE OFFERED OR SOLD IN JAPAN OR TO RESIDENTS OF JAPAN, EXCEPT AS PERMITTED BY JAPANESE LAW. This offering circular (including the Annex) comprises listing particulars (the ‘‘Listing Particulars’’) with respect to the issue of the Notes in accordance with listing rules made under Section 74 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’) by the UK Listing Authority for the purpose of giving information with regard to the Bank and its subsidiaries (taken as a whole) and the Notes. A copy of this offering circular has been delivered to the Registrar of Companies in England and Wales for registration in accordance with Section 83 of the FSMA. The Bank accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the importance of such information. The distribution of this offering circular and the offering and sale of the Notes thereby in certain jurisdictions may be restricted by law. Persons into whose possession this offering circular comes are required by the Bank and the Underwriters to inform themselves about and to observe any such restrictions. This offering circular does not constitute an offer of, or an invitation to purchase, any Notes in any jurisdiction in which such offer or invitation would be unlawful. The Notes have not been and will not be registered under the Securities and Exchange Law of Japan and are subject to the Special Taxation Measures Law of Japan. The Notes may not be offered, sold or delivered in Japan or to residents of Japan, except pursuant to an exemption from, or otherwise in compliance with, the Securities and Exchange Law of Japan to certain financial institutions and persons holding Notes through such institutions. Interest payments on the Notes generally will be subject to Japanese withholding tax unless the 2 holder establishes that the Notes 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 of Japan. This offering circular is being furnished by the Bank solely for the purpose of enabling a prospective investor to consider the purchase of the Notes described herein. The information contained in this offering circular has been provided by the Bank and other sources identified herein. No representation or warranty, express or implied, is made by the Underwriters named herein 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 Underwriters. 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 Notes offered hereby is prohibited. Each offeree of the Notes, by accepting delivery of this offering circular, agrees to the foregoing. THE NOTES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. In this offering circular, references to ‘‘U.S. dollars,’’ ‘‘dollars,’’ ‘‘US$’’ and ‘‘$’’ refer to the currency of the United States of America and those to ‘‘yen’’ and ‘‘¥’’ refer to the currency of Japan. For convenience, certain yen amounts in this document have been translated into dollars at the rate of ¥133.25 = $1.00 as of March 31, 2002. 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.
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