Shinsei Bank : Notice Regarding Reservation of Opinion on TOB for Shares of Shinsei Bank by SBI Regional Bank Holdings Co., Ltd.

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 Reservation of Opinion

on TOB for Shares of Shinsei Bank by SBI Regional Bank Holdings Co., Ltd.

Tokyo (Friday, September 17, 2021) --- Shinsei Bank hereby announces that our board of directors resolved today, by unanimous consent of all directors, to reserve an opinion at this time on the tender offer commenced on September 10, 2021 by SBI Regional Bank Holdings Co., Ltd. ("Tender Offeror"), a wholly owned subsidiary of SBI Holdings, Inc. ("SBIHD," and together with SBI Regional Bank Holdings Co., Ltd., "SBIHD and SBI Regional Bank") for the common shares ("Shares") of Shinsei Bank ("TOB").

Shinsei Bank has asked several questions to SBIHD and SBI Regional Bank (for details, please see "7. Questions to the Tender Offeror" below). Once the Tender Offeror submits its Answer Report, Shinsei Bank will carefully evaluate and review the content thereof and other relevant information, and make a final decision to announce our opinion on the TOB.

Shinsei Bank asks our shareholders to pay close attention to information to be disclosed by us, and act carefully.

1. Overview of the Tender Offeror (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
		(1) Investment business, such as holding, management,
		investment, and acquisition of securities, etc.
(4)	Description of Business	(2) Research, planning, and intermediation in connection with
business transfers, sales and purchases of assets, capital
		participations, business alliances, and mergers by
		companies
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1. Consulting services concerning business management in general
2. Bookkeeping of company accounts, administrative work concerning account settlement, and diagnosis and guidance concerning management and accounts
3. Information provision services
4. Development, sale, and rental of systems
5. Any other businesses incidental or related to each of the above

(5)	Date of Incorporation	August 25, 2015
(7)	Capital Amount	JPY 100,000,000 (As of September 10, 2021)
(8)	Large Shareholder and
	Shareholding Ratio	SBI Holdings, Inc.	100.00%
	(As of September 10,
	2021)

1. Relationship between Tender Offeror and Shinsei Bank

		Tender Offeror owns 100 Shares (Ownership Ratio (Note 2):
	Capital Relationship	0.00%).
		SBIHD owns 42,737,700 Shares (Ownership Ratio: 20.32%).
		There is no personnel relationship to be stated herein between
		Shinsei Bank and the Tender Offeror.
	Personnel Relationship	There is also no personnel relationship to be stated herein
		between Shinsei Bank and SBIHD.
		There is no transactional relationship to be stated herein
		between Shinsei Bank and the Tender Offeror.
		The following are transactions between Shinsei Bank and
		SBIHD:
		 Shinsei Bank is a shareholders of Money Tap Co., Ltd., an
	Transactional		affiliated company of SBIHD;
		Shinsei Bank is a shareholders of Regional Revitalization
	Relationship		Partners Co., Ltd., a subsidiary of SBIHD;
		Shinsei Bank invests in FinTech Business Innovation LPS,
			SBI AI&Blockchain LPS, and SBI 4&5 Investment Limited
			Partnership, established and managed by SBI Investment
			Co., Ltd., a subsidiary of SBIHD; and
		 Shinsei Bank has loan transactions with SBIHD, SBI
			Leasing Services Co., Ltd., and SBI FinTech Solutions Co.,
			Ltd.
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Status as a Related Party

The Tender Offeror is not a related party of Shinsei Bank.

SBIHD owns 42,737,700 Shares (Ownership Ratio: 20.32%), and is a major shareholder and the largest shareholder of Shinsei Bank.

(Note 1) Information with respect to SBIHD and SBI Regional Bank is based on the Tender Offer Registration Statement filed by the Tender Offeror on September 10, 2021 ("Tender Offer Registration Statement").

(Note 2) "Ownership Ratio" refers to the ratio (rounded to the second decimal place; unless otherwise stated, the same shall apply in the calculation of ratios) to the number of shares (210,310,530 shares), which is obtained by deducting the treasury shares owned by Shinsei Bank as of August 31, 2021 (48,724,159 shares) from the total number of issued and outstanding shares of Shinsei Bank as of August 31, 2021 (259,034,689 shares), as stated in the "Share Buyback Report" (under Article 24-6, Paragraph 1 of the Financial Instruments and Exchange Act (No.25 of 1948, as amended) (the "FIEA")) filed by Shinsei Bank on September 3, 2021.

2. Tender Offer Price

JPY 2,000 per common share

3. Details of, and Grounds and Reasons for, the Opinion on the TOB

(1) Details of the Opinion

At this time, Shinsei Bank reserves our opinion on the TOB.

(2) Grounds and Reasons for the Opinion

Shinsei Bank has been carefully evaluating and examining the details of the TOB since the commencement of the TOB. However, the board of directors of Shinsei Bank resolved today, by unanimous consent of all directors, to reserve its opinion on the TOB at this time for the reasons described below. All three corporate auditors of Shinsei Bank attended the meeting of the board of directors, and stated that they had no objection to passing such resolution.

1. The TOB was commenced unilaterally without any prior communication to Shinsei Bank. Various matters which Shinsei Bank considers important in evaluating and examining the TOB have not been made clear.

The TOB was commenced unilaterally without any prior notice or communication to, or prior discussion with Shinsei Bank. Since the end of March 2021, when SBIHD acquired

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slightly less than 20% of Shinsei Bank's voting rights, Shinsei Bank has requested SBIHD to hold a meeting on several occasions to hear their opinion as the large shareholder of Shinsei Bank. However, SBIHD rejected such request, claiming that it had nothing to discuss, and there has been no discussion between SBIHD and Shinsei Bank's management members about the management of Shinsei Bank, and no consultation with SBIHD about the TOB.

Under these circumstances, following the sudden announcement of the TOB by the Tender Offeror, Shinsei Bank has commenced an immediate review of the details of the Tender Offer Registration Statement and other relevant information, and a careful evaluation and examination of the details of the TOB, with a view to expressing our opinion on the TOB.

However, Shinsei Bank considers that information available to date (including the information contained in the Tender Offer Registration Statement) is not sufficient to form and express our opinion that will help our shareholders to make a proper judgment as to whether to tender their shares in the TOB. In addition, although the Tender Offer Registration Statement contains multiple sections related to discussions and communications regarding the business alliance between SBIHD and Shinsei Bank, there are sections that differ significantly from Shinsei Bank's understanding (please see "Update on Status for Expression of Opinion to the TOB initiated by SBI Regional Bank Holdings" dated September 16, 2021 and its Attachment "Our understanding of the chronology up until the TOB initiated by SBI Regional Bank Holdings for the shares of Shinsei Bank" for details). Shinsei Bank considers that it is necessary to confirm those sections with SBIHD and SBI Regional Bank.

Given the foregoing, Shinsei Bank believes that a careful analysis and examination of the TOB is necessary by collecting detailed information from the Tender Offeror in order to judge whether the TOB will contribute to enhancing the corporate value of Shinsei Bank and securing the common interests of our shareholders.

1. As SBIHD and SBI Regional Bank will be able to effectively control the management of Shinsei Bank as a result of the TOB, it is necessary to carefully evaluate and examine the TOB from the viewpoint of the interests of the minority shareholders.

In the TOB, the maximum number of shares to be purchased is set, and if the total number of shares tendered exceeds the maximum number of shares to be purchased, the excess Shares will not be purchased. In addition, the maximum number of shares to be purchased is set at less than a majority of the voting rights of all shareholders of Shinsei Bank. Considering the current composition of our shareholders and the fact that the ratio of

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voting rights exercised by our shareholders in the past was around 90%, it is anticipated that SBIHD and SBI Regional Bank will be able to effectively control the management of Shinsei Bank without obtaining a majority of the voting rights of all shareholders of Shinsei Bank. Furthermore, SBIHD owns subsidiaries which make it inappropriate for SBIHD to obtain regulatory approval to become a bank holding company (i.e. subsidiaries engaged in a business that cannot be conducted as a subsidiary of a bank holding company, such as companies belonging to SBIHD's bio-healthcare and medical informatics business as well as those engaging in real property brokerage business), and seeks, in its proposal, to acquire Shares equivalent to the Ownership Ratio of up to 48% without becoming a bank holding company, acquiring all of the issued and outstanding shares, and obtaining a majority of the voting rights in Shinsei Bank. Namely, it is a proposal to effectively control Shinsei Bank's management through a reduced investment without acquiring a majority of the voting rights of all shareholders of Shinsei Bank. Since Shinsei Bank is in a situation where SBIHD and SBI Regional Bank will be able to acquire the management rights of Shinsei Bank without acquiring a majority of the voting rights of all shareholders of Shinsei Bank, as described above, it would be possible for SBIHD and SBI Regional Bank to acquire the management rights through a small investment at the expense of the remaining shareholders and without obtaining regulatory approval to become a bank holding company. The acquisition of the management rights of Shinsei Bank through such method may pose serious problems in terms of the corporate value of Shinsei Bank and the maximization of the common interests of the shareholders and, above all, the investments of the remaining shareholders may be effectively controlled by SBIHD, and may be used for the benefit of SBIHD. In light of the above, Shinsei Bank believes that a careful evaluation and examination of the TOB is necessary from the viewpoint of the interests of the minority shareholders.

1. As a core bank in the financial services industry with a highly public nature and a significant responsibility to contribute broadly to the economy and society, it is necessary to carefully consider how Shinsei Bank will be managed, and what the large shareholder who will control Shinsei Bank should be.

As a listed company, Shinsei Bank has a responsibility to contribute to the development of the market economy, and at the same time, as a core bank in the financial services industry (i.e., a banking service provider taking ordinary and time deposits as well as providing loans), Shinsei Bank has a highly public nature and a significant responsibility to contribute broadly

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