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Sumitomo Mitsui Banking Corporation 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, soci´et´e 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: 99.473% and accrued interest, if any, for the Dollar Bonds Offering Price: 99.002% and accrued interest, if any, for the Euro Bonds Interest on the Bonds will accrue from July 22, 2005. 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, 2005. 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. 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.
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