SBI : Notice Regarding Capital and Business Alliance with Sumitomo Mitsui Financial Group, Inc. and Issuance of New Shares by Third-Party Allotment

June 23, 2022

SBI Holdings, Inc.

(TOKYO: 8473)

Notice Regarding Capital and Business Alliance with Sumitomo Mitsui Financial Group, Inc.

and Issuance of New Shares by Third-Party Allotment to That Company as the Planned

Allottee

SBI Holdings, Inc. (the "Company") hereby announces that at the meeting of its board of directors on June 23, 2022, it was resolved, as set forth in "I. Capital and Business Alliance" below, to execute the Basic Agreement on Comprehensive Capital and Business Alliance with Sumitomo Mitsui Financial Group, Inc. ("SMFG"), Sumitomo Mitsui Banking Corporation ("SMBC"), Sumitomo Mitsui Card Company, Limited ("SMCC"), and SBI SECURITIES Co., Ltd. ("SBI Securities") (the "2022 Basic Agreement"; the capital and business alliance pursuant to the 2022 Basic Agreement is referred to as the "Capital and Business Alliance").

In addition, the Company hereby announces that at that meeting of its board of directors, it was also resolved, as set forth in "II. Issuance of New Shares Issued by Third-Party Allotment" below, to issue new shares by third-party allotment to SMFG as the planned allottee pursuant to the 2022 Basic Agreement (the "Third-Party Allotment").

I. Capital and Business Alliance

1. Purpose and Reasons for the Capital and Business Alliance

The Company and the Company's 493 subsidiaries and 62 equity-method affiliates (as of March 31, 2022; hereinafter, collectively, the "Company Group") are primarily engaged in the businesses of "Financial Services" in which they provide, etc. financial products (focusing on securities, banking, and insurance) and related services, "Asset Management" in which they engage in investment business, overseas financial services business, and asset management services business, and "Biotechnology, Healthcare & Medical Informatics Business" in which they develop and sell drugs, health foods and cosmetics and engage in the medical informatics business. (Note)

Meanwhile, SMFG and SMFG's 181 consolidated subsidiaries and 112 equity-method affiliates (as of March 31, 2022; hereinafter, collectively, the "SMBC Group") are engaged in businesses pertaining to financial services, such as, primarily, banking services and also leasing services, securities services, consumer finance services, and system development and data processing services.

The Company Group and the SMBC Group executed the Basic Agreement on Capital and Business Alliance on April 28, 2020 (the "2020 Basic Agreement") between the Company Group and the SMBC Group in order to utilize both of their strengths in various fields, including the digital field and face-to-face field, to provide even more convenience for customers. For details of the 2020 Basic Agreement, please see the "Notice Regarding the Basic Agreement on Strategic Capital and Business Alliance Between SBI Group and SMBC Group" dated April 28, 2020.

Pursuant to the 2020 Basic Agreement, the Company Group began consideration of the following with the SMBC Group: (i) a capital and business alliance concerning the smartphone securities business and financial services intermediary business, (ii) a capital and business alliance concerning the face-to-face securities business, (iii) LP investment in a newly-established fund of SBI Investment Co., Ltd., (iv) a business alliance concerning the provision of services for regional revitalization, (v) a business alliance concerning securities

systems, and (vi) a business alliance concerning securities administrative work, and it has made efforts to 1

advance the allied businesses in various fields. In addition, from July 2020, SBI Securities and SMCC have been working on a business alliance in asset management services for individuals, and many customers have given positive evaluations of this, including the investment trust savings service in which investment trusts can be purchased with a credit card.

As seen here, the Company Group and the SMBC Group have made various alliances pursuant to the 2020 Basic Agreement, and the strategic alliance has yielded promising results to date. However, in retail financial services for individuals, the fusion of the "progress in conversion to cashless" due to digitalization and the trend of the "shift from savings to asset building" has increased, and it has become difficult for banking services, securities services, and settlement and credit card services to meet the needs of customers separately. For this reason, the Company came to believe that it should further deepen and develop its capital and business alliance relationship with SMBC Group in the sector of digital financial services for individuals, etc., and it began concrete consultations and negotiations from around April 2022. Then, recently an agreement was reached to implement a comprehensive capital and business alliance between the Company Group and the SMBC Group, and it was determined to enter into the 2022 Basic Agreement as of June 23, 2022.

Pursuant to the 2022 Basic Agreement, in terms of areas where the Company Group and the SMBC Group can display their mutual strengths in the future, consideration is being given to forming a business alliance in digital financial services for individuals and providing comprehensive retail financial services with a high degree of convenience and profitability that exceeds the barriers of both groups to a wide range of customers, including the youth demographic, active mass demographic, and mass affluent demographic. Additionally, before commencing the business alliance, it was decided to implement a capital alliance between holding companies between both groups to further strengthen ties with the SMBC Group and for the smooth operation and development of the business alliance.

Furthermore, because the Company Group and the SMBC Group are engaged in various financial businesses through their respective group companies, it is planned that there will be concrete consultations in the future regarding opportunities to expand and deepen collaborative business in a wide range of business areas on a group basis.

As it will be important for the Company to strengthen its fundraising base and expand its fundraising capacity in order to work on various policies to advance the business alliance for the provision, etc. of new digital financial services for individuals with the SMBC Group in the future, the Company determined that it would be appropriate to raise funds with a capital nature from SMFG as part of the capital alliance with SMBC Group and decided for the Company to carry out the Third-Party Allotment to SMFG as the allottee.

(Note) As set forth above, as of the end of March 2022 the three business segments of the Company Group are "Financial Services," "Asset Management," and "Biotechnology, Healthcare & Medical Informatics Business," but it is planned that from the fiscal year ending in March 2023 they will be changed to the five segments of "Financial Services" that focuses on securities-related business, banking-related business, and insurance-related business, the "Asset Management Business" that engages in investment management such as the creation, offering, and management of investment trusts and investment advisory, etc., the "Investment Business" that focuses on a private equity business that operates venture capital funds, etc., the "Crypto-Asset Business" that operates a crypto-asset exchange service, etc., and the "Non-Financial Business" that engages in biotechnology, healthcare, and medical informatics business, Web 3.0-related and businesses pertaining to new overseas markets such as Africa.

2. Details, etc. of the Capital and Business Alliance

The Company decided to enter into the 2022 Basic Agreement and share subscription agreement dated June 23, 2022 with SMFG (the "Share Subscription Agreement"). The details of the 2022 Basic Agreement and the Share Subscription Agreement are as follows.

2

(1) Details of capital alliance

The Company will allot 27,000,000 shares of common stock (the "Shares") of the Company (11.01% of the total issued shares of the Company (figures are rounded to two decimal places; the same applies hereinafter to the shareholding ratio)) to SMFG through the Third-Party Allotment. For details of the Third-Party Allotment, please see "II. Issuance of New Shares Issued by Third-Party Allotment".

The Company agreed the following in the Share Subscription Agreement.

SMFG promises to the Company that it will comply with the following matters from and after the closing date (meaning July 11, 2022 or the date separately agreed by the Company and the planned allottee).

1. Lock-upof the Shares
   SMFG shall continue to own the Shares (those for which the Company's board of directors'pass a resolution for issuance on the Share Subscription Agreement execution date) during the valid term of the 2022 Basic Agreement; provided, however, that if SMFG requests cancellation of the lock-up in the event of no execution of a final agreement for business alliance for digital financial services for individuals pursuant to the alliances in the 2022 Basic Agreement by January 31, 2023, the Company shall consult on this in good faith. The continuous ownership restriction shall not apply if SMFG reasonably determines that the business or activities conducted (or to be conducted) by the Company Group, or other related circumstances, will result in the SMBC Group infringing the U.S. Bank Holding Company Act (the Bank Holding Company Act of 1956; as amended, including rules and their interpretations set out by the Board of Governors of the Federal Reserve System of the United States based on the same Act) or the Banking Act of Japan (Act No. 59 of 1981; as amended) or other applicable laws or regulations, etc. (provided, however, that in the event of any applicable laws or regulations, etc. other than the Banking Act of Japan, SMFG shall notify the Company of the details), and in such case, SMFG shall not be precluded from disposing of the common shares of the Company received through the Third-Party Allotment.
2. Prohibition of further purchase of shares, etc. of the Company
   Aside from the acquisition through the Third-PartyAllotment, the SMBC Group shall not acquire the shares, etc. of the Company other than without the prior approval of the Company.
3. Prior consultation on sale of the Shares
   SMFG shall provide prior notice to the Company and consult in good faith with the Company on the quantity and counterparty (if it can be specified), etc. when selling the common shares of the Company it owns to a party that operates a similar business as the Company, regardless of whether inside or outside a financial instruments exchange market, at the expiration of the valid term of the 2022 Basic Agreement or in other cases where the disposal of the Company's common shares received from the Third-Party Allotment is permitted pursuant to the Share Subscription Agreement.

(2) Details of the business alliance

The Company and SMFG will form a business alliance for digital financial services for individuals as stated in "1. Purpose and Reasons for the Capital and Business Alliance." The main details can be found in (i) through (iii) below. In addition, the Company and SMFG will examine and discuss ways to further strengthen ties between the SMBC Group and the Company Group.

Details of each business alliance will be finalized at a later date in legally binding final agreements for the implementation of each business alliance entered into by both groups.

1. SBI Securities to become main entity providing online securities-related services for SMBC Group digital channels
   SBI Securities will become the entity providing online securities-related services within the SMBC Group

3

digital financial services for individuals, and the SBI Securities online securities service will be seamlessly provided to customers already using SMBC's "SMBC Direct" and SMCC's "Vpass" (note), and customers newly transacting with SMBC and SMCC.

(Note) "Vpass" is a 24-hour free internet service for SMCC members enabling looking up card information and receiving various applications via PCs and smartphones.

(ii) Positioning of SMCC as a preferred partner in the Company Group's settlement and card business

The Company Group will position SMCC as a preferred partner in the Company Group's settlement and card business (limited, however, to initiatives with non-Company Group card companies). This means specifically that SMCC will be treated as a preferred partner in (a) credit card, etc. membership solicitation services, (b) credit card, etc. settlements for payments into investment trust savings, and (c) development of new products and services.

(iii) Recognition of V Points within the Company Group

The Company Group will promote the "V Points" points program ("V Points") operated by the SMBC Group (note) as one of its main benefits (the "Benefit") provided to customers who transact with the Company Group. Specifically, SBI Securities will examine the provision of a service that grants V Points to customers as the Benefit, and the provision of a service by which V Points can be used in transactions for products and services designated by SBI Securities.

(Note) V Points are common points managed and operated by SMCC. It is a convenient points program in which points are accumulated by using SMCC cards, and transactions, etc. with SMBC, and one point can be used as one yen at Visa merchants all around the world.

3. Summary of the Counterparty to the Capital and Business Alliance

Please see "II. Issuance of New Shares Issued by Third-Party Allotment 6. Reasons for Selection of Planned Allottee, etc. (1) Summary of planned allottee" below.

4. Schedule of the Capital and Business Alliance

Resolution of the board of directors	June 23, 2022
Execution date of the 2022 Basic Agreement	June 23, 2022
Payment date pertaining to the third-party	July 11, 2022 (planned)
allotment
Commencement date of business alliance	July 11, 2022 (planned)

5. Future Prospects

Please see "II. Issuance of New Shares Issued by Third-Party Allotment 8. Future Prospects" below.

4

1. Issuance of New Shares Issued by Third-Party Allotment
   1. Summary of Offering

(1)	Payment date	July 11, 2022
(2)	Number of new	27,000,000 shares of common stock
shares to be issued
(3)	Issue price	2,950 yen per share (the "Paid-In Amount")
(4)	Amount of funds to	79,650,000,000 yen
be raised
	Method of offering or	By means of third-party allotment.
(5)	allotment	(SMFG 27,000,000 shares)
	(planned allottee)
		Each of the items above is subject to the effectiveness of the securities
(6)	Other	registration statement under the Financial Instruments and Exchange
		Act of Japan.

2. Purpose and Reasons for Offering

As set forth in "I. Capital and Business Alliance 1. Purpose and Reasons for the Capital and Business Alliance" above, the Third-Party Allotment will be implemented as part of the Capital and Business Alliance, and it is believed that the Company and SMFG will be able to realize the development and strengthening of the long-term relationship of both companies through the Third-Party Allotment. In addition, it is believed that the development and strengthening of the relationship between the Company and SMFG will contribute to the improvement of the Company's medium-to-long-term corporate value and the improvement of profits for all existing shareholders.

3. Amount, Use, and Planned Time of Expenditure of Funds to be Raised

(1) Amount of funds to be raised

	(i)	Total paid-in amount		79,650,000,000 yen
	(ii)	Estimated amount of issuance		414,000,000 yen
	expenses
	(iii)	Estimated amount of net		79,236,000,000 yen
	proceeds
(Notes)	1. Consumption tax, etc. is not included in the estimated amount of issuance expenses.

1. 2. The breakdown of the estimated amount of issuance expenses is advisory fees, attorney's fees, registration-related expenses, and other expenses (printing administrative expenses, etc.).

2. Specific use of funds to be raised

Specific use of funds	Amount (thousand yen)	Planned time of expenditure
Repayment of bridge loans	72,000,000	July 2022
from financial institutions
borrowed to be appropriated to
repayment of bonds redeemed
from April 2022 through June
2022
Repayment of term loans from	7,236,000	July 2022 to March 2023
financial institutions borrowed
as long-term operating funds
	5