Shinsei Bank : Notice of Result of the Takeover Bit by SBI Regional Bank Holdings Co., Ltd. and Changes of Parent Company, Largest Shareholder

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 of Result of the Takeover Bit by SBI Regional Bank Holdings Co., Ltd. and

Changes of Parent Company, Largest Shareholder

among Major Shareholders and an Other Associated Company

Tokyo (Monday, December 13, 2021) --- As a result of the takeover bid (the "TOB") for the common shares of Shinsei Bank (the "Shares") implemented by SBI Regional Bank Holdings Co., Ltd. (the "Bidder"), a wholly owned subsidiary of SBI Holdings, Inc. ("SBIHD") during the takeover bid period of September 10, 2021 to December 10, 2021, as at December 17, 2021 which is the date to commence the settlement of the TOB, (A) the Bidder will acquire 56,922,199 Shares(Note) and (B) SBIHD will, together with the portion it will indirectly own through the Bidder, hold 99,659,999 Shares, which account for 47.77% of all the voting rights of Shinsei Bank. We hereby announce that, therefore, SBIHD is expected to be a parent company of Shinsei Bank, and the Bidder is expected to be a major shareholder and the largest shareholder as well as an "other associated company" of Shinsei Bank (i.e., making Shinsei Bank its equity-method company).

In the future, Shinsei Bank will work with SBIHD to improve corporate value of Shinsei Bank.

(Note) Together with 100 Shares that the Bidder has owned at the time of commencing the TOB, the Bidder will hold 56,922,299 Shares, which account for 27.28% of all the voting rights of Shinsei Bank.

1. Background of the Expected Change

According to the "Notice Regarding the Results of the Tender Offer for the Shares of Shinsei Bank, Limited (Securities Code: 8303) and Changes in Subsidiaries" (attached hereto) announced by the Bidder on December 11, 2021, the Bidder will, through the TOB, acquire 56,922,199 Shares on December 17, 2021 which is the date to commence the settlement of the TOB. (Together with 100 Shares that the Bidder has owned at the time of commencing the TOB, the Bidder will hold 56,922,299 Shares, which account for 27.28% of all the voting rights of Shinsei Bank.) (Note) As a result, the Bidder is expected to be a major shareholder and the largest shareholder as well as an "other associated company" of Shinsei Bank.

1

(Note) According to the Bidder, since the total number of shares tendered for the TOB (56,922,199 Shares) did not exceed the maximum number of shares to be purchased (58,211,300 Shares), the Bidder purchased all of the tendered Shares (i.e., 56,922,199 Shares).

SBIHD, a parent company of the Bidder, will hold 99,659,999 Shares, which account for 47.77% of all the voting rights of Shinsei Bank, together with the portion SBIHD will indirectly own through the Bidder (i.e., 56,922,299 Shares in total). As a result, SBIHD will be a parent company of Shinsei Bank on December 17, 2021 which is the date to commence the settlement of the TOB.

2. Overview of the Shareholders Relevant to the Change

(1) Shareholder that will newly become a parent company

(1)	Name	SBI Holdings, Inc.
(2)	Address	6-1, Roppongi 1-chome,Minato-ku, Tokyo
(3)	Name and Title of	Representative Director: Yoshitaka Kitao
Representative
(4)	Description of Business	Control and operation of corporate groups through
shareholdings, etc.
(5)	Capital Amount	JPY 98,929 million (As of September 30, 2021)
(6)	Date of Incorporation	July 8, 1999
(7)	Consolidated Capital	JPY 789,628 million (As of September 30, 2021)
Amount
(8)	Consolidated Total	JPY 7,619,339 million (As of September 30, 2021)
Assets
	Large Shareholder and	The Master Trust Bank of Japan, Ltd.
	Shareholding Ratio	(Trust account)	13.97%
	(As of September 30,	Custody Bank of Japan, Ltd. (Trust
	2021)	account)	5.22%
		NORTHERN TRUST COMPANY (AVFC)	5.13%
(9)		ACCOUNT NON-TREATY
		The Bank of New York Mellon 140051	4.39%
		The Bank of New York Mellon 140042	2.74%
		Custody Bank of Japan, Ltd. (Trust
		account 9)	2.28%
		Yoshitaka Kitao	1.64%
		2

		STATE STREET BANK WEST CLIENT-
		TREATY 505234	1.55%
		State Street Bank and Trust Company
		505223	1.29%
		JPMorgan Chase Bank 385781	1.28%
(10)	Relationship between the Listed Company and the Shareholder
	Capital Relationship	SBIHD owns 42,737,700 Shares.
	Personnel Relationship	There is no personnel relationship to be stated herein between
	Shinsei Bank and SBIHD.
		The following are transactions between Shinsei Bank and
		SBIHD:
		 Shinsei Bank is a shareholders of Money Tap Co., Ltd., an
		affiliated company of SBIHD;
		 Shinsei Bank is a shareholders of Regional Revitalization
	Transactional	Partners Co., Ltd., a subsidiary of SBIHD;
	Relationship	 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.

1. Shareholder that will newly become an "other associated company" (a major shareholder and the largest shareholder)

(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
		3

		(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
(5)	Capital Amount	JPY 100 million (As of September 30, 2021)
(6)	Date of Incorporation	August 25, 2015
(7)	Net Assets	JPY 8,201 million (As of September 30, 2021)
(8)	Total Assets	JPY 8,214 million (As of September 30, 2021)

1. Large Shareholder and

Shareholding Ratio	SBI Holdings, Inc. (100%)
(As of September 30,
2021)

1. Relationship between the Listed Company and the Shareholder

	Capital Relationship	Bidder owns 100 Shares.
	Personnel Relationship	There is no personnel relationship to be stated herein between
	Shinsei Bank and the Bidder.
	Transactional	There is no transactional relationship to be stated herein
	Relationship	between Shinsei Bank and the Bidder.

3. Number and Holding Ratio of Voting Rights Held by the Relevant Shareholders before and after the Change

(1) SBI Holdings, Inc. (shareholder that will newly become a parent company)

4

Number of Voting Rights (Holding Ratio)

Position

Portion to Be

Direct Ownership

Added to the

Total

Calculation

Before Change

(As of

Other Associated

427,377 units

1 unit

427,378 units

September 30,

Company

(20.48%)

(0.00%)

(20.48%)

2021)

After Change

Parent Company

427,377 units

569,222 units

996,599 units

(20.48%)

(27.28%)

(47.77%)

*"Number of Voting Rights (Holding Ratio)" before and after the change is calculated using as the denominator the number of voting rights (2,086,410 units) represented by the number of shares (208,641,080 shares) that is obtained by deducting the number of treasury shares held by Shinsei Bank (50,393,609 shares) as of September 30, 2021 from the total number of issued shares (259,034,689 shares) as of September 30, 2021 stated in the "Quarterly Securities Report for the Second Quarter of 22nd Business Term" submitted by Shinsei Bank on November 17, 2021. The same shall apply hereinafter.

*After the change, SBIHD (on the stand-alone basis) will cease to be the largest shareholder of Shinsei Bank.

1. SBI Regional Bank Holdings Co., Ltd. (shareholder that will newly become an "other associated company" (as well as a major shareholder and the largest shareholder))

						Number of Voting Rights (Holding Ratio)
			Position					Portion to Be
					Direct Ownership		Added to the		Total
								Calculation
	Before Change
	(As of			1 unit	-		1 unit
	-		(0.00%)		(0.00%)
	September 30,
2021)
			Other Associated
	After Change		Company, a Major		569,222 unit	-		569,222 unit
		(27.28%)		(27.28%)
			Shareholder and
			the Largest
					5