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, and the trading price and liquidity of the notes offered could decline, 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 a particular series of notes and the suitability of investing in the notes in light of their particular circumstances.
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
InformationRisk Factors of our annual report on Form 20-F for the fiscal year ended March 31, 2020.
Risks Related to the Notes
notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Sumitomo Mitsui Banking Corporation.
As a holding company, our assets consist primarily of equity in and loans to our subsidiaries, in particular SMBC, and our ability to make
payments on the notes depends on our receipt of dividends, loan payments and other funds from such subsidiaries. If our 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 of Japan, or the Banking Act, the Companies Act of Japan, or the Companies Act, and the Deposit Insurance Act or as a result of contractual obligations,
including loss absorption requirements, applicable to such subsidiaries. Claims of holders of the notes will be structurally subordinated to claims of creditors of our subsidiaries. In addition, our right to participate in any distribution of assets
of any subsidiary (and thus the ability of holders of the notes to benefit as our creditors from such distribution) 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, holders of the notes may receive less than full payment in the event of our bankruptcy, corporate reorganization,
civil rehabilitation, liquidation or similar proceeding, even though the claims of creditors of our subsidiaries may be satisfied in full.
The notes will be subject to loss absorption if we become subject to orderly resolution measures under the Deposit Insurance Act and
Japanese insolvency laws. As a result, the value of the notes could be materially adversely affected, and holders of the notes may lose all or a portion of their investment.
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 FSBs final TLAC standards, see Item 4. Information on the Company4.B. Business OverviewRegulations in JapanRegulations Regarding
Capital Adequacy and LiquidityCapital Adequacy Requirement in our annual report on Form 20-F for the fiscal year ended March 31, 2020, 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