Shinsei Bank : Notice Regarding Opposition (with Certain Conditions for Changing Opinion to Support) to TOB for Shares of Shinsei Bank by SBI Regional Bank Holdings

I N F O R M AT I O N

For Immediate Release

Company Name: Shinsei Bank, Limited

Name of Representative: Hideyuki Kudo

President and CEO

(Code: 8303, TSE First Section)

Notice Regarding Opposition (with Certain Conditions for Changing Opinion to

Support) to TOB for Shares of Shinsei Bank by SBI Regional Bank Holdings Co., Ltd.

1. Shinsei Bank expresses its opposition to the takeover bid ("TOB") for the common shares of

Shinsei Bank by SBI Regional Bank Holdings Co., Ltd.

However, if the following conditions ("Requirements for Support") are satisfied by November 19, 2021 then Shinsei Bank intends to express its opinion to support the TOB.

1. That the TOB shall have no maximum number of shares to be purchased (or that a tender offer with no maximum or minimum number of shares to be purchased ("Second TOB") will be commenced by June 8, 2022 or later date which Shinsei Bank designates after the discussions with SBIHDs); and
2. That the Tender Offer Price (including the tender offer price in the Second TOB, if any) be increased to a level that Shinsei Bank evaluates and judges to be sufficient in light of the intrinsic value of Shinsei Bank based on, among others, the results of value calculation by its financial advisor.

From this day on, Shinsei Bank will propose SBIHDs to hold discussions because satisfaction of the above-mentioned Requirements for Support will be of interest to general shareholders of Shinsei Bank. Depending on the discussions with the SBIHDs, the board of directors of Shinsei Bank may express an opinion supporting the TOB when the board of directors determines reasonable in doing so on terms that are different from the Requirements for Support. In that case, Shinsei Bank will announce it separately.

In passing the resolution of the board of directors regarding the aforementioned opinion expressed by Shinsei Bank and the operation policy, etc. of the countermeasures under the Plan (including the decision to hold the General Meeting to Confirm Shareholders' Support under the Plan described in 4. below), Shinsei Bank has received the recommendation and opinion from the Independent External Directors Council that such decisions are appropriate and the board of directors of Shinsei Bank has respected such recommendation and opinion to the maximum extent.

November 19, 2021, which is designated by Shinsei Bank as the deadline, falls under the date

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three (3) business days prior to the date of the General Meeting to Confirm Shareholders' Support under the Plan. Please see "(i) Grounds for the Opinion" in "(2) Grounds and Reasons for the Opinion" in "3. Details of, and Grounds and Reasons for, the Opinion on the TOB" below for the reason why the Requirements for Support (i) specifies a condition regarding a tender offer in the future (i.e., the Second TOB) rather than the TOB.

2. The primary reasons for Shinsei Bank's opposition to the TOB under the current conditions are as follows:

1. Although the intention of the TOB is to acquire substantial control of Shinsei Bank, the TOB is a partial purchase with a limit on the number of shares to be purchased, and might be detrimental to the remaining shareholders; and
2. The Tender Offer Price is low when the weighted average is applied to the premium, and is not considered to reflect Shinsei Bank's intrinsic value.

With respect to item (ii) above, Shinsei Bank estimates that premium, which represents approximately 37.65% applicable only to the number of shares to be purchased by SBIHD (approximately 27.68% of the total number of voting shares, in the maximum), represents approximately 13% as the effective premium of the Tender Offer Price to Shinsei Bank's all shareholders other than SBIHDs (Note).

(Note) The effective premium stated is calculated by multiplying the premium (37.65% compared to the closing price on September 8, 2021) applicable to the Tender Offer Price of JPY 2,000 by the ownership ratio of 27.68%, which is the upper limit of the number of shares to be purchased by SBIHDs, and then dividing the product by the ratio of 79.68% which represents the ownership ratio of the shareholders of our Bank excluding SBIHDs.

3. Requests to SBIHDs from the perspective of improving the corporate value of Shinsei Bank Based on the above reasons for opposition, Shinsei Bank will request that SBIHDs publicly announce that they will comply with each of the following items. Please note that each of these items does not constitute Requirements for Support, but is only a request from Shinsei Bank. (For details of the following two requests, please refer to "(i) Grounds for the Opinion" in "(2) Grounds and Reasons for the Opinion" in "3. Details of, and Grounds and Reasons for, the Opinion on the TOB" below.)

1. As each and every customer and employee of Shinsei Bank is the source of the value of Shinsei Bank Group, the values of Shinsei Bank Group as an independent listed company, its relationship with its customers, and the position of its employees shall be respected to the maximum extent possible.
2. The interests of general shareholders other than SBIHDs should be respected, as the

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TOB will substantially result in a parent-subsidiary listing, depending on the result of the TOB, and the risk of conflicts of interest cannot be eliminated.

1. At the meeting of Shinsei Bank's board of directors held today, our board of directors have also unanimously resolved to hold an extraordinary general meeting of shareholders (i.e., General Meeting to Confirm Shareholders' Support under the Plan) to confirm the overall intention of Shinsei Bank's shareholders regarding allotment of share subscription rights to all shareholders without contribution as a countermeasure under the Plan, with maximum respect to the recommendations of the Independent External Directors Council. However, if (i) and (ii) of the Requirements for Support are satisfied at least three (3) business days prior to the date of the General Meeting to Confirm Shareholders' Support (November 19, 2021), Shinsei Bank will not conduct the allotment of share subscription rights without contribution as a countermeasure under the Plan and will cancel the General Meeting to Confirm Shareholders' Support accordingly. In the event that the countermeasures under the Plan are not triggered, the intent of the shareholders will be expressed by whether or not the shareholders tender their shares in the TOB.
   Depending on the discussions with the SBIHDs, Shinsei Bank may cancel the General Meeting to Confirm Shareholders' Support when the board of directors determines reasonable in doing so on terms that are different from the Requirements for Support. In that case, Shinsei Bank will announce it separately.
2. In parallel with Shinsei Bank's management strategy to enhance its corporate value on its own, as part of the "value co-creation" strategy set forth in the current medium-term management strategy, Shinsei Bank has been discussing capital and business alliances with potential partners that will contribute to the maximization of corporate value over the medium to long term since the time before the commencement of the TOB, and has been searching for the most suitable alliance partners and alliance methods for a long time. In light of the situation where the TOB has been launched by the Bidder at a Tender Offer Price not reflecting Shinsei Bank's intrinsic value, for the purpose of maximizing Shinsei Bank's corporate value, not only until the General Meeting to Confirm Shareholders' Support, but also even in the event that the TOB is not successfully completed, Shinsei Bank will discuss with partner candidates and work on the process of soliciting proposals from potential capital and business alliance partners that is most appropriate for maximizing our corporate value, in parallel with Shinsei Bank's efforts to maximize its corporate value on its own.

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(Please refer to the main text for definitions of the terms.)

Tokyo (Thursday, October 21, 2021) --- Shinsei Bank hereby announces that our board of directors resolved today, by unanimous consent of all directors, (A) to express its opposition to the takeover bid (the "TOB") commenced on September 10, 2021 by SBI Regional Bank Holdings Co., Ltd. ("Bidder"), a wholly owned subsidiary of SBI Holdings, Inc. ("SBIHD," and together with SBI Regional Bank Holdings Co., Ltd., "SBIHDs") for the common shares ("Shares") of Shinsei Bank; however, (B) if the Requirements for Support are satisfied (specifically, if SBIHDs represent compliance with the Requirements for Support (i) and (ii) and if Shinsei Bank and SBIHDs execute a memorandum of understanding incorporating the Requirements for Support (i) and (ii)) by November, 19, 2021, Shinsei Bank will express its opinion of support (unless there is a proposal from a third party that Shinsei Bank believes will better contribute to the maximization of the common interests of its shareholders; the same shall apply hereinafter).(Note)

1. That the TOB shall have no maximum number of shares to be purchased (or that a tender offer with no maximum or minimum number of shares to be purchased ("Second TOB") will be commenced by June 8, 2022 or later date which Shinsei Bank designates after the discussions with SBIHDs); and
2. That the Tender Offer Price (including the tender offer price in the Second TOB, if any) be increased to a level that Shinsei Bank evaluates and judges to be sufficient in light of the intrinsic value of Shinsei Bank based on, among others, the results of value calculation by its financial advisor.

Shareholders are requested not to tender their shares in the TOB, unless Shinsei Bank changes its opinion.

(Note) As notified in the press release "Notice Regarding Reservation of Opinion on TOB for Shares of Shinsei Bank by SBI Regional Bank Holdings Co., Ltd." ("Reservation Notice") announced on September 17, 2021, Shinsei Bank had announced its intention to reserve its opinion on the TOB.

In addition to the above, at the meeting of Shinsei Bank's board of directors held today, our board of directors unanimously resolved to hold an extraordinary general meeting of shareholders (i.e., General Meeting to Confirm Shareholders' Support under the Plan) to confirm the overall intention of Shinsei

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Bank's shareholders regarding allotment of share subscription rights to all shareholders without contribution as a countermeasure under the Plan (as defined in "6. Response Policy with respect to Basic Policy Related to Control of the Company"). However, if (i) and (ii) of the Requirements for Support are satisfied at least three (3) business days prior to the date of General Meeting to Confirm Shareholders' Support (November 19, 2021) (specifically, if SBIHDs represent compliance with the Requirements for Support (i) and (ii) and if Shinsei Bank and SBIHDs execute a memorandum of understanding incorporating the Requirements for Support (i) and (ii)), Shinsei Bank will not conduct the allotment of share subscription rights to all shareholders without contribution as a countermeasure under the Plan and will cancel the General Meeting to Confirm Shareholders' Support accordingly (unless there is a proposal from a third party that Shinsei Bank believes will better contribute to the maximization of the common interests of its shareholders; the same shall apply hereinafter). In the event that the countermeasures under the Plan are not triggered, the intent of the shareholders will be expressed by whether or not the shareholders tender their shares in the TOB. For details, please see "(4) Holding of the General Meeting to Confirm Shareholders' Support, and future procedures, etc." in "6. Response Policy with respect to Basic Policy Related to Control of the Company" below.

In parallel with Shinsei Bank's management strategy to enhance its corporate value on its own, as part of the "value co-creation" strategy set forth in the current medium-term management strategy, Shinsei Bank has been discussing capital and business alliances with potential partners that will contribute to the maximization of corporate value over the medium to long term since the time before the commencement of the TOB, and has been searching for the most suitable alliance partners and alliance methods for a long time. In light of the situation where the TOB has been launched by the Bidder at a Tender Offer Price not reflecting Shinsei Bank's intrinsic value, for the purpose of maximizing Shinsei Bank's corporate value, not only until the General Meeting to Confirm Shareholders' Support, but also even in the event that the TOB is not successfully completed, Shinsei Bank will discuss with partner candidates and work on the process of soliciting proposals from potential capital and business alliance partners that is most appropriate for maximizing our corporate value, in parallel with Shinsei Bank's efforts to maximize its corporate value on its own.

1. Overview of the Bidder (Note 1)

(1)	Name		SBI Regional Bank Holdings Co., Ltd.
(2)	Address		6-1, Roppongi 1-chome,Minato-ku, Tokyo
(3)	Name and Title	of	Representative Director: Shumpei Morita
Representative
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