SBI : Notice Regarding Our Response to “Questions to SBI Holdings and SBI Regional Bank Holdings” from Shinsei Bank, Limited. (Securities Code 8303)

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.

	September 28, 2021
Address:	1-6-1 Roppongi, Minato-ku, Tokyo
Company:	SBI Holdings, Inc.
(CodeNo.:8473,TSE 1st Sec.)
	Representative
Representative:	Director, President &	Yoshikata Kitao
	CEO
Contact:	Executive Officer	Hideyuki Katsuchi
Tel:	[phone]
Company:	SBI Regional Bank Holdings Co., Ltd.

Notice Regarding Our Response to "Questions to SBI Holdings and SBI Regional

Bank Holdings" from Shinsei Bank, Limited. (Securities Code: 8303)

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"), announces that the SBIHD Parties today submitted their responses as stated in the Appendix to provide its responses to the questions in the opinion report submitted by Shinsei Bank, Limited (the "Target Company")"dated September 17, 2021 regarding the tender offer which the Tender Offeror is conducting for shares of the Target Company (the "Tender Offer").

(Note) For the opinion report submitted by the Target Company and the responses and other documents submitted by the SBIHD Parties, please refer to EDINET (https://disclosure.edinet- fsa.go.jp/), a website provided by the Financial Services Agency.

In the Tender Offer Registration Statement, the SBIHD Parties have already provided sufficient information for the shareholders of the Target Company to decide whether to accept the Tender Offer. In addition, the SBIHD Parties believe that by sincerely considering the questions the SBIHD Parties received from the Target Company and providing specific and detailed answers to the extent reasonably possible, as well as providing additional information, a wide range of

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stakeholders, including the shareholders of the Target Company, will be able to fully understand the specific measures for recovery and enhancement of the corporate value of the Target Company.

In addition, with regard to the background, including the discussions of proposals for a capital and business alliance between with the Target Company, which was stated as precondition for the Board of Directors of the Target Company to introduce Takeover Defense Measures in the press release dated September 16 and 17, 2021, the SBIHD Parties informed the Target Company that it contained facts that are different from the SBIHD Parties' perception as mentioned in the "Notice Regarding the Tender Offer for the Shares of Shinsei Bank, Limited (Securities Code: 8303)" dated September 17, 2021, and the SBIHD Parties clarified their perception in the responses.

On the other hand, in the response letter dated September 24, 2021, which was sent to the Target Company in response to the letter entitled "Request for Extension of End Date of Tender Offer Period" received from the Target Company on September 27, 2021, the SBIHD Parties requested the Target Company to comply with four items that will lead to the protection of all shareholders of the Target Company and their benefits, and also requested the Target Company to answer three questions as one of those items.

The SBIHD Parties believe that the answers to these three questions in a timely and appropriate manner are beneficial to all stakeholders, including the Target Company's shareholders, to judge whether the measures for recovering and enhancing the corporate value taken by the management of Target Company or the measures proposed by the Company are desirable for all stakeholders.

In response, Target Company disclosed in its press release dated September 27, 2021, titled "Notice regarding Response from SBI Regional Bank Holdings Co., Ltd. to Shinsei Bank's Request for Extension of TOB Period" that it will continue to request the SBIHD Parties to extend the Tender Offer Period to 60 business days. The SBIHD Parties will scrutinize the content of this press release, and will respond whether they will accept that request and extend the Tender Offer Period later on. However, in this press release, Target Company has not promised to comply with the four items that will lead to the protection of all shareholders of Target Company and their benefit above, nor answered the SBIHD Parties' three questions to Target Company described in the document as of September 24, 2021. As complying with the four items above is essential in terms of protecting the benefits of all shareholder of Target Company, and is something that should be promised immediately, the SBIHD Parties are appalled that Target Company has not promised to comply with the four items above to this day. As such, the SBIHD Parties continue to strongly request that Target Company comply with the four items above. Further, as the answers to the three questions to Target Company is essential for the shareholders of Target Company to make a proper decision regarding which is more desirable to the stakeholders of Target Company,

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the plan to enhance Target Company's corporate value proposed by the current management of Target Company, or the plan proposed by the SBIHD parties, the SBIHD Parties continue to request firmly that Target Company would answer the following questions by noon on October 1, 2021, as requested in the document as of September 24, 2021. Further, the additional question regarding the number of shares to be issued for the Class A Subscription Rights and the Class B Subscription Rights mentioned in Target Company's press release dated September 17, 2021, titled "Notice of the Introduction of Takeover Defense Measures subject to Confirmation of Shareholders' Support after the commencement of the TOB for Shinsei Bank's shares by SBI Regional Bank Holdings Co., Ltd.,"is important not only to understand how the SBIHD Parties will be affected by the implementation of the takeover defense measure, but also for the shareholders of Target Company to determine whether or not to participate in the Tender Offer. The SBIHD Parties request firmly that Target Company would answer the question as well.

End

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For further information, please contact:

SBI Holdings, Inc. Corporate Communications Dept., Tel: [phone]

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Appendix

Responses to the Questions to SBI Holdings and SBI Regional Bank Holdings

SBI Regional Bank Holdings Co., Ltd. (the "Tender Offeror") is responding to the "Questions to SBI Holdings and SBI Regional Bank Holdings", included as an Attachment to the opinion report announced on September 17, 2021, submitted by Shinsei Bank Limited ("Shinsei Bank") regarding the tender offer for common shares of Shinsei Bank (the "TOB" dated September 10 as amended in Amendment Statement thereafter). The terms provided herein shall basically have the same meaning as the ones defined in the Tender Offer registration statement as of September 10, 2021 (the "TOB Registration Statement").

The Tender Offeror is responding to Shinsei Bank's questions to the extent that they think is appropriate from the perspective of promoting the understanding of the shareholders although questions from Shinsei bank includes some questions that are not relevant to the TOB. As the Tender Offeror requested in the document as of September, 24, 2021, the Tender Offeror strongly requests, in the interest of shareholders, that Shinsei Bank refrains from asking additional questions of less importance or captious questions for the purpose of gaining time.

1 About the SBIHD Parties

（1） Overview of the Tender Offeror

（a） Please provide outline of the Tender Offeror's organization, details of business and financial condition, and the names of directors and corporate auditors, and their professional histories and relationship with SBIHD.

（a） Such information is stated in the section "(1) Company Overview" and "(2) Status of Accounting" in "1. Company" in "PART II. - Status of Tender Offeror", and "A. Overview of the SBIHD Parties" in "(I) Purpose and Background of the Tender Offer" in "(2) Background, Purpose and Decision- Making Process Leading to the Decision to Implement the Tender Offer, and Management Policy After Completion of the Tender Offer" in "3. Purpose of the Purchase" in "Part I - Terms and Conditions of the Tender Offer" in the TOB Registration Statement.

（2） The SBIHDs' History of Investments, Capital and Business Alliances, etc.

（a） Please provide details of the SBIHD's major investments (other than their investment in Shinsei Bank),

	details of its investment policy, and details of its major investment activities in the past five years.
（b）	Please explain in detail the transitions of the investments made by the Tender Offeror and SBI

Holdings, Inc. (the "SBIHD Parties") referred to in item (a) above.

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（a） The SBIHD Parties will refrain from answering this question because it is not directly related to the TOB and the SBIHD Parties have not disclosed details regarding its individual investment targets, its investment policy, or its major investment activities. As stated in the TOB Registration Statement, the Tender Offeror directly invests in regional financial institutions, which are capital and business alliance partners of SBIHD Group.

（b） The SBIHD Parties will refrain from answering this question because it is not directly related to the Tender Offer and the SBIHD Parties have not disclosed the performance results after the investment to individual targets. However, the SBIHD Parties recognize that the business alliances contribute to the improvement of the partner regional financial institution's performances such as strengthening profitability through, for instance, jointly running branches with companies of the SBIHD Group. The SBIHD Parties would like to keep contributing to improving the profitability of the partner regional financial institutions from the medium- and long-term perspective.

2 Background to the TOB

（1） Reasons for the commencement of the TOB

（a） The TOB Registration Statement states that "SBIHD received a letter from the Target Company requesting a conversation about the reason for the exercise of its voting rights and business alliances in early July 2021, but as stated in '(1) Outline of the Tender Offer' above, SBIHD thought that it was unable to expect progress from the previous discussions, even if SBIHD held discussions with the current management, in light of the Target Company's responses to previous proposals for a capital and business alliance with SBIHD or the proposals for an alliance regarding the securities business with SBI Securities Co., Ltd. and assessed that there is a risk of receiving insider information depending on the contents of the discussion, and therefore, SBIHD has not responded to the letter from the Target Company as of today". While the "previous proposals for a capital and business alliance with SBIHD" is supposed to mean the proposal made in September 2019, the ratio of SBI Holdings, Inc.'s holding in Shinsei Bank was merely 4.66% as of August 28, 2019. In contrast, the discussions proposed by Shinsei Bank in early July 2021 was aimed to hear a wish of SBIHD as a shareholder of Shinsei bank considering SBIHD's having purchased approximately 20% of Shinsei Bank's outstanding shares and SBIHD's exercise of its voting rights at the ordinary general shareholders' meeting of Shinsei Bank held on June 23, 2021. The situation is different from the past discussions and conversation. Under such circumstances, please explain the specific grounds that "SBIHD thought that it was unable to expect progress from the previous discussions".

（b） With respect to item (a) above, and "SBIHD's proposal for a business alliance with SBI Securities Co., Ltd. concerning the securities business", Shinsei Bank did not reject the business alliance concerning securities business itself. Shinsei Bank ultimately decided to enter into a business alliance with another third party which Shinsei Bank, after careful consideration and having received proposals from multiple securities companies, believed would be the best business partner. Shinsei Bank believes that it is the inevitable duty to consider the best interest for the shareholders of Shinsei Bank

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