Notice Regarding Commencement of a Tender Offer forthe Shares of Shinsei Bank, Limited (Securities Code: 8303)

This document is an English translation of the official Japanese version of the press relea se (the"Official Japanese Version"). This English translation was prepared for your refere nce, to help you understand what is stated in the Official Japanese Version. In the event of any discrepancy between the Official Japanese Version and the English translation, the Official Japanese Version will prevail.

	September 9, 2021
Address:	1-6-1 Roppongi, Minato-ku, Tokyo
Company:	SBI Holdings, Inc.
(CodeNo.:8473,TSE 1st Sec.)
	Representative
Representative:	Director, President &	Yoshikata Kitao
	CEO
Contact:	Executive Officer	Hideyuki Katsuchi
Tel:	[phone]
Company:	SBI Regional Bank Holdings Co., Ltd.

Notice Regarding Commencement of a Tender Offer for

the Shares of Shinsei Bank, Limited (Securities Code: 8303)

SBI Holdings, Inc. ("SBIHD") and its wholly owned subsidiary company SBI Regional Bank Holdings Co., Ltd. (head office location: Minato-ku, Tokyo; Representative Director: Shumpei Morita; the "Tender Offeror," together with SBIHD, the "SBIHD Parties") each determined at their respective board of directors meetings held today to acquire the common shares (the "Target Company Shares") of Shinsei Bank, Limited (listed on the First Section of the Tokyo Stock Exchange ("TSE"); securities code: 8303; the"Target Company") through a tender offer (the"Tender Offer") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act").

This document constitutes disclosure by SBIHD pursuant to the Securities Listing Regulations and public announcement by the Tender Offeror under Article 30, paragraph 1, item 4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended; the "Order") at the request of the Tender Offeror to SBIHD, its wholly owning parent company.

Particulars

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1. Outline of SBI Regional Bank Holdings Co., Ltd.

(i)	Name:	SBI Regional Bank Holdings Co., Ltd.
(ii)	Address:	1-6-1 Roppongi, Minato-ku, Tokyo
(iii)	Name and position of	Shumpei Morita, Representative Director
	representative:
(iv)	Description of business:	(1)	Investment business, such as holding, management,
			investment, and acquisition of securities, etc.
		(2)	Research, planning, and intermediation in connection with
			business transfers, sales and purchases of assets, capital
			participations, business alliances, and mergers by
			companies
		(3)	Consulting services concerning business management in
			general
		(4)	Bookkeeping of company accounts, administrative work
			concerning account settlement, and diagnosis and guidance
			concerning management and accounts
		(5)	Information provision services
		(6)	Development, sale, and rental of systems
		(7)	Any other businesses incidental or related to each of the
			above
(v)	Stated capital:	100 million yen (as of September 9, 2021)

2. Purpose of the Purchase

1. Outline of the Tender Offer

The Tender Offeror is a stock company whose issued shares are all owned, as of today, by SBIHD, and which was established on August 25, 2015 mainly for the purpose of increasing the profitability of regional financial institutions and enhancing their corporate value by directly investing in them while utilizing the products, services, and know-how held by the companies belonging to the SBIHD Group (as defined in "A. Overview of the SBIHD Parties" in "(i) Purpose and Background of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Decision to Implement the Tender Offer, and Management Policy After Completion of the Tender Offer" below; the same shall apply hereinafter) and the SBIHD Group's investee companies. As of today, the Tender Offeror owns 100 shares (ownership ratio (Note): 0.00%) of the Target Company Shares. In addition, SBIHD, which is the wholly-owning parent company of the Tender Offeror, is the largest shareholder, as well as a major shareholder, owning 42,737,700 Target Company Shares (ownership ratio: 20.32%) as of today. Yoshitaka Kitao, President and Representative Director of SBIHD, and Shumpei Morita, Representative Director of the Tender Offeror, who have been respectively entrusted to finally decide to implement the Tender Offer based on the resolution of the board of directors of the SBIHD Parties as of September 9, 2021, decided the

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implementation of the Tender Offer on the same date, for the purpose of (a) making the Target Company a consolidated subsidiary of SBIHD, establishing and reinforcing a business alliance relationship between the SBIHD Group and the Target Company Group (as defined below), and (b) ensuring that the SBIHD Parties have the voting rights to practically enable to change all or part of the Target Company's officers and to accomplish the optimal composition of officers, and (c) flexibly increasing the SBIHD Parties' ownership ratio of the Target Company Shares in order to accomplish the purposes as stated in the above (a) and (b) in the future by the Tender Offer, even if the Tender Offeror is unable to acquire the Target Company Shares necessary for making the Target Company a consolidated subsidiary of SBIHD as stated in the above (a) and ensuring that the SBIDH Parties have the voting rights to enable to change all or part of the Target Company's officers and accomplishing the optimal composition of officers as stated in the above (b), in order to improve the Target Company's business performance and to recover and enhance its corporate value.

The SBIHD Parties respectively applied to Financial Services Agency Commissioner the for the authorization required related to the share purchase by the Tender Offer based on the Banking Act (Act No. 59 of 1981, as amended; hereinafter the same hall apply) as of August 13, 2021 and respectively obtained each authorization as of September 9, 2021.

(Note) "Ownership ratio" means the ratio to the number of shares (210,310,530 shares) obtained by deducting the number of treasury shares owned by the Target Company as of August 31 , 2021 (48,724,159 shares) from the total number of issued shares of the Target Company as of the same date, as stated in the "share buyback report (in accordance with Article 24-6, Paragraph 1 of the Act)" (the "Target Company Share Buyback Report") filed by the Target Company on September 3, 2021 (259,034,689 shares) (any fraction being rounded off to two decimal places; unless otherwise specified, the same shall apply hereinafter in the calculation of ratios); hereinafter the same shall apply.

SBIHD highly evaluated the business areas of the Target Company Group's core businesses, including its card loan and consumer finance-related businesses, structured finance business, credit investments, and private equity investments held by the Target Company Group (referring to the corporate group consisting of the Target Company, 161 subsidiaries (88 consolidated subsidiaries, including Aplus Financial Co., Ltd., Showa Leasing Co., Ltd., Shinsei Financial Co., Ltd., and Shinsei Investment & Finance Limited, and 73 non- consolidated subsidiaries), and 39 affiliated companies (the number of companies is accurate as of March 31, 2021); hereinafter, collectively referred to as the "Target Company Group"), and it believed that if the management resources of the SBIHD Group and the Target Company Group ("Both Groups") could be combined organically, this would enhance customer convenience, resulting in enhancement of the corporate value of Both Groups. Therefore, as stated in "C. Reasons for Implementing the Tender Offer" in "(i) Purpose and Background of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Decision to Implement the Tender Offer, and Management Policy After

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Completion of the Tender Offer" below, SBIHD started purchasing the Target Company Shares in the market on April 2, 2019, started considering the possibility of a capital and business alliance with the Target Company in August 2019, and made proposals for the capital and business alliance to the Target Company on a continuing basis. However, while certain progress was seen regarding an alliance for regional revitalization, SBIHD has not yet received a positive response from the Target Company regarding an alliance in the areas where synergies for Both Groups can be expected, including the securities business.

Under these circumstances, as stated in "C. Reasons for Implementing the Tender Offer" in "(i) Purpose and Background of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Decision to Implement the Tender Offer, and Management Policy After Completion of the Tender Offer" below, the SBIHD Parties believe that although the Target Company has failed to achieve the planned values published by it in almost all of the business years in and after the business year ended in March 2016, and the net business income and net income attributable to owners of its parent company have continued to trend downward, the Target Company's management has failed to take drastic countermeasures to remedy that situation. Furthermore, the SBIHD Parties believe that although the Target Company's decisions that lack appropriateness and flexibility are partly attributable to the composition of the Target Company's officers in that it appears that among the members of the board of directors, there is a bias in the companies at which outside directors worked, such as certain foreign security companies, it is difficult to expect the Target Company to voluntarily review its officer structure and to make efforts toward recovery of its governance functions.

Considering these circumstances, from its position as a major shareholder of the Target Company, the SBIHD Parties determined that (i) taking appropriate measures early to improve the Target Company's business performance and to recover and enhance its corporate value was an urgent task, and it determined that (ii) in order to take those measures early, (a) it would be necessary to increase its ownership ratio of the Target Company Shares to make the Target Company a consolidated subsidiary of SBIHD and to establish and reinforce a business alliance relationship with the Target Company Group through sincere discussion with the Target Company which has not been made possible by the SBIHD Parties' current ownership ratio, and that (b) it was necessary to ensure that it has the voting rights to practically enable them to change all or part of the Target Company's officers and to accomplish the optimal composition of officers, and that (c) it is ideal to flexibly increase the SBIHD Parties' ownership ratio of the Target Company Shares by the Tender Offer in order to accomplish the purposes as stated in the above (a) and (b) in the future by the Tender Offer, even if the Tender Offeror is unable to acquire the Target Company Shares necessary for the purposes as stated in the above (a) and (b); thus, the SBIHD Parties decided to implement the Tender Offer. The SBIHD Parties believe that a business alliance between Both Groups will produce synergistic effects and will contribute to enhancement of the corporate value of Both

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Groups (for details of the synergies expected from the business alliance between Both Groups, please see "C. Reasons for Implementing the Tender Offer" in "(i) Purpose and Background of the Tender Offer" in "(2) Background, Purpose and Decision-Making Process Leading to the Decision to Implement the Tender Offer, and Management Policy After Completion of the Tender Offer" below).

Given the purpose of the Tender Offer, the SBIHD Parties have set the maximum number of shares to be purchased in the Tender Offer at the ownership ratio of 27.68% (58,211,300 shares, which results in the SBIHD's the ownership ratio of 48.00% combined with the number of shares currently held by them). This ceiling has been determined since it was considered that, as of today, it is ideal to promptly increase the SBIHD Parties' ownership ratio of the Target Company's shares to the extent that it does not exceed 50.00%, etc., considering (i) that it is not always necessary to acquire the Target Company Shares that exceeds the threshold (Note) under which the Target Company will become a consolidated subsidiary of SBIHD in light of the International Accounting Standards which SBIHD has adopted and (ii) that if the ratio of voting rights after taking into account the current portion of the SBIHD Parties exceeds 50.00% as a result of the Tender Offer, it may be necessary to obtain approvals, based on various laws including the authorization of the Prime Minister as provided in Article 52-17, Paragraph 1 of the Banking Act ("Authorization as a Bank Holding Company"). If the total number of Shares that are offered for sale in response to the Tender Offer ("Tendered Shares") exceeds the maximum number of shares to be purchased (58,211,300 shares), all or part of that excess number of shares will not be purchased, and delivery and other settlement with respect to the purchase, etc., of Shares will be handled on a pro rata basis as provided in Article 27-13, Paragraph 5 of the Act and Article 32 of the Ordinance. The SBIHD Parties contemplate (i) to make the Target Company a consolidated subsidiary of SBIHD, and (ii) to have the voting rights to enable to change all or part of the Target Company's officers and to accomplish the optimal composition of officers. So, even if the Tender Offer is unable to purchase the Target Company Shares necessary for achieving the purposes as stated in the above (i) and (ii), the SBIHD Parties intend to acquire as many Target Company Shares as possible in order to achieve the purposes as stated in the above (i) and (ii) in the future. In addition, it takes certain duration for general shareholders in the Target Company to enjoy revenue from increase of the share price by synergetic effect through improvement of governance of the Target Company and business alliance with the SBIHD Group and it is considered that it is appropriate to provide the chance to sell the Target Company Shares to the shareholders in the Target Company that desire to sell its Target Company Shares by applying to the Tender Offer with providing the appropriate chance to judge based on enough information. Therefore, a minimum number of shares to be purchased in the Tender Offer is not set. Thus, if the total number of Tendered Shares is equal to or less than the maximum number of shares to be purchased (58,211,300 shares), all of the Tendered Shares will be purchased. If the Tender Offeror is unable to acquire the Target Company Shares necessary for the purposes as stated in the above (i) and (ii), as stated in

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