The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell such securities and do not solicit an offer to buy such securities in any jurisdiction where the offer or sale is not permitted. .
Filed in accordance with Rule 424 (b) (5)
Registration number 333-228913
SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2021
SUPPLEMENT TO THE PRELIMINARY PROSPECTUS
(In the prospectus dated December 20, 2018)
Sumitomo Mitsui Financial Group, Inc.
(incorporated under the laws of Japan with limited liability)
US $% Subordinated Notes maturing in 2041
We will issue an aggregate principal amount of $ of Subordinated Notes due 2041, or the Notes. The Notes will bear interest beginning in 2021 at the rate of% per year, payable semi-annually in arrears on and each year, from, 2022.
We may, at our option, redeem the Notes in whole, but not in part, in the event of certain changes in Japanese tax laws or changes in Japanese regulatory capital requirements, as described under “Description of the Notes.” ? Refund for Tax Reasons ?? and ?? Description of the Securities ?? Redemption for regulatory reasons, ?? respectively. The Notes will be our direct and unsecured obligations and will rank at all times. pari passu and without any preference between them and at least equally and proportionately with all of our debt subordinated to our senior and senior debt over all of our perpetual subordinated debt, as described herein.
Notes contain non-viability loss absorption provisions, under which, if a Non-viability An event (as defined herein) occurs, the total principal amount of the Notes will be permanently reduced to zero, the Notes will be canceled and the holders of the Notes will be deemed to have irrevocably waived their right to claim or receive any payment from. principal or interest on the Notes (including any additional amounts thereon, if any), except for any payment of principal or interest (including any additional amounts thereon, if any) which have become due and payable before the occurrence of Non-viability Event, as further described in the “Ticket Description?” Section. ? Non-viability Event.??
Unless it has been previously refunded or otherwise canceled, and provided that a Non-viability The event has not occurred, the Notes will mature on 2041. The Notes will be issued only in registered form in denominations of $ 2,000 and in whole multiples of $ 1,000 extra and will not be subject to a fund. depreciation.
We have submitted a request to the Luxembourg Stock Exchange to have the securities listed on the official list of the Luxembourg Stock Exchange and for these securities to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Euro MTF market of the Luxembourg Stock Exchange is not a regulated market within the meaning of Directive 2014/65 / EU. This prospectus supplement constitutes a prospectus within the meaning of Part IV of the Luxembourg law on securities with prospectus dated July 16, 2019.
This prospectus supplement does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 (the ?? Prospectus Regulation ??) as it forms part of domestic law under the European Union Act 2018 (withdrawal) (the ?? EUWA ??) (the ?? UK Prospectus Regulation ??).
Investing in the Notes involves risks. You should carefully consider the risk factors set out in ?? Point 3. Key Information ?? Risk Factors ?? of our most recent annual report on Form 20-F filed with the US Securities and Exchange Commission, or the SEC, and in “risk factors”? section starting on page S-10 of this prospectus supplement before making any decision to invest in the Notes.
Public offer price(1)
|%||US DOLLARS $|
|%||US DOLLARS $|
Income, before expenses, to SMFG(1)
|%||US DOLLARS $|
Plus accrued interest from 2021, if settlement occurs after that date.
For more information on the subscription fee, see section ??
Neither the SEC nor any state securities commission has approved or disapproved of these securities, nor has it passed on the adequacy or accuracy of this Prospectus Supplement or the related Prospectus. Any statement to the contrary is a criminal offense.
The Notes will be represented by one or more global certificates deposited with a depository and registered in the name of a nominee of The Depository Trust Company or DTC. Beneficial interests in such global certificates will be indicated on, and transfers thereof will be made through records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA / NV, or Euroclear, and Clearstream Banking SA , or Clearstream. Except as described in this prospectus supplement or in the accompanying prospectus, notes in certified definitive form will not be issued in exchange for global certificates.
Tickets are expected to be delivered in book-entry only form, through DTC and its participants, including Euroclear and Clearstream, on or around 2021.
Lead Partners and Associate Bookrunners
|SMBC NIKKO||Goldman Sachs & Co. LLC|
Prospectus supplement dated 2021