FORM OF SENIOR FLOATING RATE NOTES DUE 2021



 Exhibit 4.4 

[FORM OF SENIOR FLOATING RATE NOTES DUE 2021] 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERENCED AND REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE AND THE TERMS OF THIS SECURITY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. TRANSFER OF A PORTION OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE. IN THE EVENT THAT THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, ALL SUCH INDIVIDUAL SECURITIES IN THE FORM OF DEFINITIVE CERTIFICATES SHALL CONTAIN
THE BELOW LEGEND WITH RESPECT TO JAPANESE TAXATION. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO
SUMITOMO MITSUI FINANCIAL GROUP, INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

INTEREST PAYMENTS ON THE SECURITIES WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS IT IS ESTABLISHED THAT THIS SECURITY IS HELD BY OR FOR
THE ACCOUNT OF A BENEFICIAL OWNER THAT IS (I) FOR JAPANESE TAX PURPOSES, NEITHER AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PERSON HAVING
A SPECIAL RELATIONSHIP WITH THE ISSUER AS DESCRIBED IN ARTICLE 6, PARAGRAPH (4) OF THE ACT ON SPECIAL MEASURES CONCERNING TAXATION OF JAPAN (ACT NO. 26 OF 1957, AS AMENDED) (THE “SPECIAL TAXATION MEASURES ACT” AND, EACH SUCH PERSON,
A “SPECIALLY-RELATED PERSON OF THE ISSUER”), (II) A JAPANESE FINANCIAL INSTITUTION DESIGNATED IN ARTICLE 6, PARAGRAPH (9) OF THE SPECIAL TAXATION MEASURES ACT WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT
PARAGRAPH OR (III) A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS BUSINESS OPERATOR DESCRIBED IN ARTICLE 3-3, PARAGRAPH (6) OF THE SPECIAL TAXATION MEASURES ACT WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER
THAT PARAGRAPH. 
 INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION (EXCEPT AS DESCRIBED IN
THE PRECEDING PARAGRAPH), OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF THE ISSUER WILL BE SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX AT A RATE OF 15.315% OF
THE AMOUNT OF SUCH INTEREST. 







 SUMITOMO MITSUI FINANCIAL GROUP, INC. 

GLOBAL SECURITY 
 Senior Floating
Rate Notes due 2021 
  

	 No. [    ] 
	 U.S.$[            ] 



CUSIP No. 86562M AD2 
 ISIN No. US86562MAD20 

Common Code 137465604 
 Sumitomo Mitsui Financial
Group, Inc., a joint stock company (kabushiki kaisha) incorporated under the laws of Japan (the “Issuer”, which term includes any successor under the Indenture referred to on the reverse of this Security) for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [        ] U.S. Dollars on March 9, 2021 (the “Maturity Date”) (subject to adjustment as set forth below)
and to pay interest thereon from March 9, 2016 or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly in arrears on March 9, June 9, September 9 and December 9 in each
year (each, an “Interest Payment Date”) commencing June 9, 2016, subject to adjustments to make such date a Business Day as described below, at the Interest Rate as set forth below, until the principal hereof is paid or made
available for payment, all subject to and in accordance with the terms of the Indenture. 
 For the purposes of this Security, the term
“Business Day” means any day which is not a day on which banking institutions in The City of New York, London or Tokyo are authorized or required by law, regulation or executive order to close. If any Interest Payment Date of the
Securities (other than the Maturity Date) would otherwise fall on a day that is not a Business Day, the Interest Payment Date will be adjusted to be the next succeeding day that is a Business Day, unless such Business Day is in the next succeeding
month, in which case such Interest Payment Date will be the immediately preceding Business Day. 
 In the event the Maturity Date is not a
Business Day, the payment of interest and principal in respect of the Securities will be made on the next succeeding day that is a Business Day, and no interest on such payment shall accrue for the period from and after March 9, 2021. 

The “Interest Rate” for the Securities will accrue at a floating rate per annum, reset quarterly, equal to the London
interbank offered rate for three-month deposits in U.S. Dollars (the “Three-month U.S. Dollar LIBOR”) plus 1.68%, determined by the Calculation Agent (as defined below) for this Security as described below. 

Each period beginning on (and including) an Interest Payment Date (after any adjustments to make such date a Business Day) and ending on (but
excluding) the immediately succeeding Interest Payment Date (after any adjustments to make such date a Business Day) is referred to as an “Interest Period”. The first Interest Period will begin on (and include) March 9, 2016 and
will end on (but exclude) the first Interest Payment Date (after any adjustments to make such date a Business Day). 







 The Calculation Agent will reset the Interest Rate for each Interest Period on the first day of
each Interest Period (each an “Interest Reset Date”). The Interest Rate set on a particular Interest Reset Date will remain in effect during the Interest Period commencing on such Interest Reset Date. The Calculation Agent will
determine the applicable Interest Rate and calculate the amount of interest (the “Interest Amount”) payable on the Securities in any Interest Period on the second London Business Day (as defined below) immediately preceding the
Interest Reset Date for that Interest Period (the “Interest Determination Date”). The term “London Business Day” means any day which is not a day on which banking institutions in London are authorized or
required by law, regulation or executive order to close. 
 The Bank of New York Mellon, as calculation agent (in such capacity together
with any successor, the “Calculation Agent”) will determine the Three-month U.S. Dollar LIBOR for any Interest Period on the following basis: 

(i) The Calculation Agent will determine the Three-month U.S. Dollar LIBOR (expressed as a percentage per annum) that
appears on the Reuters Screen LIBOR01 display page (or such other page as may replace that page on that service (or any successor service) or such other service as may be nominated by ICE Benchmark Administration Limited (“ICE”) or
its successor, or such other entity assuming the responsibility of ICE or its successor in the event ICE or its successor no longer does so, as the successor service, for the purpose of displaying comparable rates to LIBOR for U.S. dollar deposits)
as of 11:00 a.m., London time, on the Interest Determination Date. 
 (ii) If the Three-month U.S. Dollar LIBOR cannot be
determined in this manner, the Calculation Agent will: 
 (A) request the principal London office of each of four major banks
selected by the Calculation Agent in the London interbank market to provide a quotation of the rate at which deposits in U.S. dollars are offered by it to prime banks in the London interbank market for a three-month period commencing on the relevant
Interest Reset Date and in a principal amount equal to an amount that in the judgment of the Calculation Agent is representative for a single transaction in U.S. dollars in such market at approximately 11:00 a.m., London time, on the Interest
Determination Date; and 
 (B) if at least two such quotations are provided, determine the arithmetic mean, rounded to the
nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) of such quotations. 







 (iii) If fewer than two such quotations are provided, the Calculation Agent will
select at least two major banks in The City of New York. On the Interest Determination Date, the Calculation Agent will request those banks to provide their quotations of the rate for three-month loans in U.S. dollars commencing on the relevant
Interest Reset Date offered to leading European banks at approximately 11:00 a.m., New York City time in a principal amount that in the judgment of the Calculation Agent is representative for a single transaction in U.S. dollars in such market at
such time. The Calculation Agent will determine the arithmetic mean, rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards, e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655) of such quotations. 
 (iv) If the Calculation Agent is unable to determine the Three-month U.S.
Dollar LIBOR as described above in relation to any Interest Period, then the Three-month U.S. Dollar LIBOR will be the same as for the immediately preceding Interest Period. 

(v) The Interest Rate payable on the Securities will not be higher than the maximum rate permitted by the law of the State of
New York as modified by United States law of general application or by Japanese law and as notified to the Trustee and the paying agent in writing five Business Days prior to each Interest Payment Date, if applicable. 

The Calculation Agent will calculate the Interest Amount for such Interest Period by applying the Interest Rate for such Interest Period to
the principal amount of the Securities, multiplying the product by the actual number of days in such Interest Period, divided by 360 and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). Interest will be
calculated per each $1,000 in nominal amount of the Securities and rounded to the nearest cent (half a cent being rounded upwards). 
 All
determinations, calculations and quotations made or obtained for the purposes of calculating the Interest Rate and the Interest Amount, whether by the Calculation Agent or the relevant banks in the London interbank market or banks in The City of New
York (or any of them) will, in the absence of negligence, bad faith or manifest error, be binding on the Issuer, the Calculation Agent, the paying agent, the Trustee and the Holders of the Securities. 

The Calculation Agent will cause the Interest Rate, the number of days in the Interest Period, the Interest Amount for each Interest Period
and the Interest Payment Date to be notified to the Issuer and the Trustee, and such information will be notified or published to The Depository Trust Company (“DTC”). The Interest Payment Date so notified or published may
subsequently be amended. 







 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this Security is registered as of the close of business on the fifteenth day before the Interest Payment Date (whether or not a Business Day). If and to the extent the Issuer
shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the person in whose name this Security is registered at the close of business on a subsequent record date (which date shall not
be less than five Business Days prior to the date of payment of such defaulted interest), established by notice given by mail by or on behalf of the Issuer to the Holder of this Security not less than 15 days preceding such subsequent record date.
Interest on this Security will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of the actual number of days in the period from and
including the date on which interest begins to accrue to but excluding the date on which it falls due and a 360-day year. 
 The principal
of, and interest and Additional Amounts on, the Securities will be payable in U.S. dollars. The Issuer will cause the Trustee, or the paying agent, if any, to pay such amounts, on the dates payment is to be made, directly to DTC. 

The Issuer will pay the Holder hereof Additional Amounts with respect to withholding taxes as are provided for, and subject to the conditions
stated, on the reverse of this Security. 
 This Security is being deposited with DTC acting as depository, and registered in the name of
Cede & Co., a nominee of DTC. As Holder of record of this Security, Cede & Co. shall be entitled to receive payments of principal and interest. Payments of principal and interest, including any Additional Amounts, on this Security shall be
made in the manner specified on the reverse hereof and, to the extent not inconsistent with the provisions set forth herein, in the Indenture referred herein. 

The Securities constitute the direct, unconditional, unsecured and unsubordinated general obligations of the Issuer and shall at all times
rank pari passu without any preference among themselves and with all other unsecured obligations of the Issuer, other than subordinated obligations of the Issuer and except for statutorily preferred obligations. The Securities are not
redeemable prior to maturity, except as set forth on the reverse of this Security and will not be subject to any sinking fund. 
 Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Security
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Issuer has caused this Security to be duly executed. 

Date: March     , 2016 
  

			
	 SUMITOMO MITSUI FINANCIAL
GROUP, INC.

		
	 By:
	 	  

		 	Name:  [                    ]
		 	Title:    [                    ]









 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. 

Date: March     , 2016 
  

			
	The Bank of New York Mellon, as Trustee
		
	 By:
	 	  

		 	Authorized Signatory









 [REVERSE OF SECURITY] 

Sumitomo Mitsui Financial Group, Inc. 

Senior Floating Rate Notes due 2021 

This Security is one of a duly authorized issue of unsecured bonds, debentures, notes or other evidences of indebtedness of Sumitomo Mitsui
Financial Group, Inc., a joint stock company (kabushiki kaisha) organized under the laws of Japan (herein called the “Issuer”, which term includes any successor person under the Indenture hereinafter referred) designated as
its Senior Floating Rate Notes due 2021 (herein called the “Securities”), issued under and pursuant to a senior indenture dated as of March 9, 2016 (hereinafter called the “Indenture”), between the Issuer and The
Bank of New York Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and any other indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee and any agent of the Trustee, any paying agent, the Issuer and the Holders of the Securities and of the terms upon which the
Securities are issued and are to be authenticated and delivered. 
 This Security is one of the series designated on the face hereof. By the
terms of the Indenture, additional Securities of this series and of other separate series, which may vary as to denomination, date, amount, stated maturity (if any), interest rate or method of calculating the interest rate and in other respects as
therein provided, may be issued in an unlimited amount. 
 The principal of and interest (and any Additional Amounts) on the Securities
shall be payable in U.S. Dollars or in such other coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. So long as any of the Securities are held in global form,
payments of principal and interest on such Securities shall be made by wire transfer in immediately available funds in U.S. Dollars to a bank account in The City of New York designated by the Holder of this Registered Global Security. Otherwise, (i)
the principal amount of the Securities will be payable by check, drawn on a bank in The City of New York, upon the presentation and surrender of the Securities at the Corporate Trust Office of the Trustee or at any office or agency maintained by the
Issuer for such purpose and (ii) interest on the Securities will be payable by check, drawn on a bank in The City of New York, mailed to the persons in whose names the Securities are registered as of the close of business on the record date
immediately preceding the applicable Interest Payment Date (or the subsequent record date in the case of a defaulted interest payment) at the addresses of such persons as shall appear in the Security register of the Issuer; provided, however, that
at the option of a Holder in whose name at least U.S.$1,000,000 principal amount of Securities are registered, all payments in respect of the Securities may be received by wire transfer in immediately available funds to a bank account in The City of
New York designated by such Holder in a written notice received by the Trustee (a) in the case of an interest payment, prior to the record date immediately preceding the Interest Payment Date on which such payment is due and (b) in the case of
payment of principal, prior to the record date immediately preceding the date of redemption or maturity, as the case may be; provided, however, that in the case of such a payment of principal, the Securities shall have been surrendered to the
Trustee at the Corporate Trust Office of the Trustee or at any office or agency maintained by the Issuer for such purpose for payment together with such notice. 







 All payments of principal and interest in respect of the Securities will be made by the Issuer
without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to
tax (“Taxes”) unless such withholding or deduction is required by law. In such event, the Issuer shall pay to a Holder such additional amounts (“Additional Amounts”) as will result in the receipt by the Holder of
such amounts as would have been received by it had no such withholding or deduction been required, except that no such Additional Amounts shall be payable with respect to any Securities under any of the following circumstances: 

 

	 	(i)	the Holder or beneficial owner of the Securities is an individual non-resident of Japan or a non-Japanese corporation and is liable for such Taxes in respect of such Securities by reason of its (A) having some
connection with Japan other than the mere holding of such Securities or (B) being a person having a special relationship with the Issuer as described in Article 6, paragraph (4) of the Act on Special Measures Concerning Taxation of Japan (Act No. 26
of 1957, as amended) (the “Special Taxation Measures Act” and, each such person, a “specially-related person of the Issuer”); 

  

	 	(ii)	the Holder or beneficial owner of the Securities would otherwise be exempt from any such withholding or deduction but fails to comply with any applicable requirement to provide Interest Recipient Information (as defined
below) or to submit a Tax Exemption Application (as defined below) to the relevant paying agent to whom the relevant Securities are presented (where presentation is required), or whose Interest Recipient Information is not duly communicated through
the relevant Participant (as defined below) and the relevant international Clearing Organization to such paying agent; 

  

	 	(iii)	the Holder or beneficial owner of the Securities is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation (except for (A) a Designated Financial Institution (as defined below)
that complies with the requirement to provide Interest Recipient Information or to submit a Tax Exemption Application and (B) an individual resident of Japan or a Japanese corporation that duly notifies (directly or through the relevant Participant
or otherwise) the relevant paying agent of its status as not being subject to withholding or deduction by the Issuer by reason of receipt by such individual resident of Japan or Japanese corporation of interest on the relevant Securities through a
payment handling agent in Japan appointed by it); 









	 	(iv)	the Securities are presented for payment (where presentation is required) more than 30 days after the day on which such payment on the Securities became due or after the full payment was provided for, whichever occurs
later, except to the extent that the Holder thereof would have been entitled to Additional Amounts on presenting the same for payment on the last day of such period of 30 days; 


 

	 	(v)	the withholding or deduction is imposed on a payment pursuant to the European Council Directive 2003/48/EC or any other directive amending, supplementing or implementing such Directive, or any law implementing such
directive; 

  

	 	(vi)	the withholding or deduction is imposed on a Holder or beneficial owner who could have avoided such withholding or deduction by presenting its Securities (where presentation is required) to another paying agent
maintained by the Issuer; 

  

	 	(vii)	the Holder is a fiduciary or partnership or is not the sole beneficial owner of the payment of the principal of, or any interest on, any Security, and Japanese law requires the payment to be included for tax purposes in
the income of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner, in each case, who would not have been entitled to such Additional Amounts had it been the beneficial owner of such Security;
or 

  

	 	(viii)	any combination of the above. 

 No Additional Amounts will be payable for or on account of any
deduction or withholding imposed pursuant to Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement entered into with respect to FATCA, or any
law, regulation or other official guidance enacted or published in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement. 

Where Securities are held through a participant of an international Clearing Organization or a financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by the Issuer for or on account of Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other
than a specially-related person of the Issuer) or (B) a Japanese financial institution falling under certain categories prescribed by the Special Taxation Measures Act (a “Designated Financial Institution”), each such beneficial
owner shall, at the time of entrusting a Participant with the custody of the relevant Securities, provide certain information prescribed by the Special Taxation Measures Act to enable the Participant to establish that such beneficial owner is
exempted from the requirement for withholding or deduction of such Taxes (“Interest Recipient Information”), and advise the Participant if the beneficial owner ceases to be so exempted (including the case in which a beneficial owner
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person of the Issuer). 







 Where Securities are not held through a Participant, in order to receive payments free of
withholding or deduction by the Issuer for, or on account of, Taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a specially-related person of the Issuer) or (B) a Designated
Financial Institution, each such beneficial owner shall, prior to each time at which it receives interest, submit to the relevant paying agent a written application for tax exemption (hikazei tekiyo shinkokusho) (a “Tax Exemption
Application”), in a form obtainable from the paying agent stating, inter alia, the name and address (and, if applicable, the Japanese individual or corporation ID number) of the beneficial owner, the title of the Securities, the
relevant Interest Payment Date, the amount of interest and the fact that the beneficial owner is qualified to submit the Tax Exemption Application, together with documentary evidence regarding its identity and residence. 

By subscribing to the Securities as part of the distribution under the applicable underwriting agreement by the underwriters party thereto, a
Holder shall be deemed to have represented that it is a beneficial owner who is, (i) for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a non-Japanese corporation
that in either case is a specially-related person of the Issuer or (ii) a Japanese financial institution, designated in Article 6, Paragraph (9) of the Special Taxation Measures Act. 

The Issuer shall make any required withholding or deduction and remit the full amount withheld or deducted to the Japanese taxing authority in
accordance with applicable law. The Issuer shall use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any tax, duty, assessment, fee or other governmental charge so withheld or deducted from the Japanese taxing
authority imposing such tax, duty, assessment or other governmental charge, and if certified copies are not available, the Issuer shall use reasonable efforts to obtain other evidence satisfactory to the Trustee, and the Trustee shall make such
certified copies or other evidence available to the Holders upon reasonable request to the Trustee. 
 If (i) subsequent to making a payment
on this Security without withholding or deduction of Japanese taxes the Issuer is required to remit to the Japanese taxing authority any amount in respect of Japanese taxes that should have been withheld or deducted from such payment (together with
any interest and penalties) due to the failure of the beneficial owner to provide accurate Interest Recipient Information or to otherwise properly claim an exemption from Japanese taxes imposed with respect to such payment, and (ii) such beneficial
owner would not have been entitled to receive Additional Amounts with respect to such payment had Japanese taxes been withheld from the payment when it was made, such beneficial owner (but not any subsequent beneficial owner of such Security) shall
be required to reimburse the Issuer, in Japanese yen, for the amount remitted by the Issuer to the Japanese taxing authority. 







 The obligation to pay Additional Amounts with respect to any taxes, duties, assessments or other
governmental charges shall not apply to (A) any estate, inheritance, gift, sales, transfer, personal property or any similar tax, duty, assessment, fee or other governmental charge or (B) any tax, duty, assessment, fee or other governmental charge
which is payable otherwise than by withholding or deduction from payments of principal of or interest on this Security; provided that, except as otherwise set forth herein and in the Indenture, the Issuer shall pay all stamp, court or documentary
taxes or any excise or property taxes, charges or similar levies and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any taxing authority thereof or therein, with respect to the execution and
enforcement of the Indenture or as a consequence of the initial issuance, execution, delivery or registration of this Security. 
 The
Securities may be redeemed at the option of the Issuer, in whole, but not in part, subject to prior confirmation of the FSA, if such confirmation is required under applicable Japanese laws or regulations then in effect, at any time, on giving not
less than 30 nor more than 60 days’ notice of redemption to the Holders of the series to be redeemed (which notice shall be irrevocable and shall conform to all requirements with respect to such notice as set forth in the Indenture) at a
redemption price equal to 100% of the principal amount of the Securities together with any accrued and unpaid interest (including Additional Amounts with respect thereto, if any) to (but excluding) the date fixed for redemption, if the Issuer is or
will be obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of Japan or any political subdivision or any authority thereof or therein having power to tax, or any change in application or official
interpretation of such laws or regulations, which change or amendment becomes effective on or after the date of the issuance of the relevant series of Securities and such obligation cannot be avoided by the Issuer through the taking of reasonable
measures available to the Issuer; provided, that no such notice of redemption shall be given sooner than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment then due in respect of the
relevant Securities. 
 Notwithstanding anything to the contrary in the Indenture or the Securities, each Holder and the Trustee
acknowledge, consent and agree (a) for a period of 30 days following the date upon which the Prime Minister of Japan confirms that Specified Item 2 Measures (tokutei dai nigo sochi) should be applied to the Issuer, not to initiate any action
to attach any of the Issuer’s assets, the attachment of which has been prohibited by designation of the Prime Minister of Japan pursuant to Article 126-16 of the Deposit Insurance Act, and (b) to any transfer of the Issuer’s assets
(including shares of the Issuer’s subsidiaries) or liabilities, or any portions thereof, effected with permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act, and that any such transfer shall not
constitute a sale or disposal of the Issuer’s properties or assets for the purpose of Article 8 of the Indenture. 
 The Issuer shall,
as soon as practicable after the Prime Minister of Japan has confirmed that Specified Item 2 Measures (tokutei dai nigo sochi) should be applied to the Issuer or a Japanese court has publicly announced that it has granted permission to a
transfer of the Issuer’s assets (including shares of the Issuer’s subsidiaries) or liabilities, or any portions thereof, in accordance with Article 126-13 of the Deposit Insurance Act, deliver a written notice of such event to the Holders
and beneficial owners of the Securities through DTC and to the Trustee. Any failure or delay by the Issuer to provide such written notice shall not change or delay the effect of the acknowledgement, consent and agreement described in the preceding
paragraph. 







 A Holder of Securities issued in definitive form may transfer or exchange Securities in
accordance with the Indenture. As described in the legend on the face of this global Security, interest payments on such Securities issued in definitive form will be subject to Japanese income taxation unless the Holder establishes the matters set
forth therein. Such legend concerning Japanese taxation shall also be included on the face of any Securities issued in definitive form. The security registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the Indenture. The Issuer will treat the registered Holder of a Security as the owner of that Security for all purposes, except as described above.

 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the security registrar duly executed by, the Holder hereof or his attorney duly authorized in writing and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$2,000 and integral multiples of
U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 







 No service charge shall be made for any such registration of transfer or exchange; provided,
however, the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the person in whose name this Security is registered upon the Security register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Trustee nor any such agent shall be affected
by notice to the contrary. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, as herein prescribed. 

This Security is governed by and shall be construed in accordance with the laws of the State of New York. 

All capitalized terms used and not defined herein shall have the meanings assigned to them in the Indenture.