Notice Regarding Our Response to Questions from Deposit Insurance Corporation of Japan

This document is an English translation of the official Japanese version of the press release (the"Official Japanese Version"). This English translation was prepared for your reference, 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.

		November 12, 2021
Address:	1-6-1 Roppongi, Minato-ku, Tokyo
Company:	SBI Holdings, Inc.
(CodeNo.:8473,TSE 1st Sec.)
	Representative
Representative:	Director, President &	Yoshitaka Kitao
	CEO
Contact:	Executive Officer	Hideyuki Katsuchi
Tel:	[phone]
Company:	SBI Regional Bank Holdings Co., Ltd.

Notice Regarding Our Response to Questions from

Deposit Insurance Corporation of Japan

SBI Holdings, Inc. ("SBIHD") and its wholly owned subsidiary company, SBI Regional Bank Holdings Co., Ltd. (the "Tender Offeror," together with SBIHD, the "SBIHD Parties"), provide their responses as below to the three questions in "Questions to SBI Holdings, Inc. and SBI Regional Bank Holdings Co., Ltd." announced by Deposit Insurance Corporation of Japan in November 5, 2021 regarding the tender offer which the Tender Offeror is conducting for shares of Shinsei Bank, Limited. (the "Target Company") (the "Tender Offer")

Terms used in the answers below are in principal defined in the Tender Offer Registration Statement dated September 10, 2021 submitted by the Tender Offeror (including Amendment of Tender Offer Registration Statement submitted afterwards, the "TOB Registration Statement").

The SBIHD Group aims to be a "Financial Innovator" as one of its management philosophies,

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bring changes to a traditional financial industry style, and provides financial services which enhance customer benefits by utilizing significant price-slashing power of internet. As explained below, the SBIHD Parties believe that the Target Company hasn't been able to made enough profit although they have a variety of competitive products and services, and it is reflected in its market valuation. One purpose of the Tender Offer is to make the Target Company a consolidated company of the SBIHD Parties so that the Target Company could become a core company leading SBIHD Group's banking businesses and sufficiently utilize the SBIHD Group's know-how and experiences with internet and outgrow from a traditional banking business model by realizing business synergies, and as a result, to enhance the corporate value of the Target Company, which leads to repayment of 350 billion yen public funds, which are the essential purpose of the Tender Offer. At the same time, to contribute to the enhancement of the corporate value of the SBIHD Group itself by creating synergy effects in cooperation with the SBIHD Group companies that operate diverse. As the SBIHD Parties have explained so far, they will ensure that there is no omission in the independence of the Target Company and conflict of interest system with minority shareholders.

1. It is described that "The SBIHD Parties recognizes that collaboration with the regional financial institutions with which the SBIHD Group has alliances including capital and business alliances and collaborations with other local financial institutions … the Target Company will be able to play an active role in supporting businesses and revitalizing the local economy in each region by leveraging its strengths in the business fields it has cultivated to date and by promoting cooperation with regional financial institutions" in 4 in Appendix P37 of "Responses to the Questions to SBI Holdings and SBI Regional Bank Holdings" dated September 28, 2021. Please explain what kind of synergy effects are expected between Target Company and regional financial institutions, with which the SBIHD Parties are capital alliance partners, especially in terms of expected contributions to the enhancement of corporate value of Target Company.

The SBIHD Parties believe that the Target Company and we have highly complementary business portfolios. The SBIHD Parties also believe that a profit opportunity mainly in the area of corporate business between the Target Company and regional financial institutions would be created if the Target Company participates in the SBIHD Group's platform network with regional financial institutions that have a need for non-bank services but do not have the

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capability to provide the functions themselves as a provider of products and services, and it leads to an enhancement of corporate value of the Target Company. Although the SBIHD Parties understand that the Target Company has track records of businesses with almost 90% of regional banks, but the SBIHD Group, which contributes to regional revitalization as a social mission and leads Regional Revitalization Partners , a company aiming to promote regional revitalization, is the unrivaled company which has broad network not limited to companies with which the SBIHD Group has capital and business alliances. In terms of the enhancement of the Target Company's corporate value, they will be able to expand its profit opportunities by utilizing the SBIHD Group's network with regional financial institutions and creating business opportunities. Furthermore as the SBIHD Parties have explained, it will be ensured that there is no omission in the independence of the Target Company and conflict of interest system regarding interests of minority shareholders.

The following are some specific examples in several areas.

• Reinforcement of Structured Finance

As stated in the TOB Registration Statement and Appendix of "Notice Regarding Our Response to 'Questions to SBI Holdings and SBI Regional Bank Holdings' from the Target Company, Limited. (Securities Code: 8303)"dated September 28, 2021 submitted by the Tender Offeror, the SBIHD Parties understand that the Target Company has a strength in developing the structured finance with respect to a variety of assets, such as real estate, solar power generation, biomass, submarine cable, wind power generation, listed infrastructure corporation, geothermal power generation, vessel, healthcare, etc. The Target Company states in its medium-term management plan that not only on individually creating structured finance, but also partnerships with regional financial institutions, such as providing senior loans jointly with regional financial institutions is one of focused areas. On the other hand, profits of structured finance segment decreased significantly from 12 billion yen in FY2018 to 4.5 billion yen in FY2020. According to the Target Company, current main customers are major regional banks, but the SBIHD Parties believe that the Target Company could provide its products to broader regional banks instead of limiting their customer attributes to major regional banks on the premise that the customers need to judge risk by themselves and the Target Company will explain it thoroughly, considering its know-how and track records, and a finance capacity of the Target Company and profit opportunities would expand. The regional banks in which the SBIHD Group invests have strong needs of participating syndicate loans (senior loans to structured finance assets mentioned above, LBO loans to acquisition finance) to strengthen their profitability, and a profit opportunity between them would be created if the SBIHD Group connects the Target Company's products to

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the SBIHD Parties' network with regional financial institutions. In this way, a profit opportunity between the Target Company and regional financial institutions including ones in which the SBIHD Group invests would be created if the SBIHD Group connects them each other.

• Alliance in Principal Transactions

The Target Company's principal transaction business conducts private equity operations, business transfer operations, and other services for medium-sized and small businesses, and its segment profits showed downwards trends from 5.3 JPY billion in FY2018 to 3.4 JPY billion in FY2020. As the SBIHD Group also operates various asset management businesses, such as SBI Investment Co., Ltd., in addition to the expectation of mutual enhancement of productivity through cooperation in investment opportunities and knowhow sharing, etc., it is also assumed that new profit opportunities meaning that the Target Company has new investment opportunities and the regional financial institutions benefit in terms of its customers' revitalization and growth, will be created, not only for client companies but also for the Target Company, if regional financial institution can utilize the instruments, services, and financial power of the Target Company as one of the measures to support the client companies of regional financial institutions with which the SBIHD Group cooperates, for example, by participation in a syndicated loan originated by the Target Company and provision of chance to finance utilizing customer base of the Target Company, etc. Although the Target Company states that investment opportunities with good risk-return potential are limited, the SBIHD Group owns have a capability to discover great investments and know-how of building full hands-on supporting structures. The SBIHD Group has conducted broad range of deal sourcing (including corporate venture capitals jointly established with partner companies), for example, performances of SBI Investment Co., Ltd in fiscal year ended March 2021 is, conducting deal sourcing for 2,350 companies, due diligence to 415 companies, and executing investments in 78 companies (The cumulative total executed investments as of September 30, 2021: 1,023 companies). The SBIHD Group actively provides full hands-on support such as investment know-how in growth fields, strategy planning according to the business stage of the investee company, dispatch of officers, construction of internal control system, and support for overseas expansion, and believes that these will enhance corporate value of the Target Company.

• Reinforcement of Leasing Business

Showa Leasing Co., Ltd., a consolidated subsidiary of the Target Company has a reasonable competitiveness because it develops sales activities centered on small and medium-sized enterprises with relatively little competition with major general leasing companies and builds

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close relationships with a wide range of suppliers such as manufacturers and trading companies. The SBIHD Parties understand that the balance of operating assets is declining from 565.5 billion yen at the end of 2019 to 554.6 billion yen at the end of 2020. As a matter of course, on the premise that it will not be an abuse of superior bargaining position and that it will be a fair condition, by proactively providing opportunities for introduction to customers of regional financial institutions including companies in which the SBIHD Group invests, it will lead to revitalization and growth support of client companies for regional financial institutions. In addition, the SBIHD Group have offering operating products such as aircraft and ships to high net worth individuals, and by offering such products to the Target Company group's customers, the Target Company will be able to expand its trading products and improve customer convenience. For the Target Company, the SBIHD believe that these will expand sales base of the Target Company and lead to the enhancement of corporate value.

• Alliance in Business for Succession of Business

The SBIHD Group has established a business succession fund to invest in small medium sized companies in Japan that have successor problems. By providing financing, M&A brokerage, and other services to the fund's investees and to the clients of regional financial institutions that are facing business succession issues, the Target company intends to support the future business continuity and business expansion of companies that are facing business succession issues.

In this way, the SBIHD Parties believe that collaborations between the Target Company and regional financial institutions including the capital and business alliance partners of the SBIHD Parties could contribute to the enhancement of the corporate value of the Target Company. In addition, as its track records, the SBIHD Group has improved performances of regional financial institutions in which the they invest after its investment as below. (showing investments before the end of FY2019)

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