SBI : Notice Regarding the Results of the Tender Offer for the Shares of Shinsei Bank, Limited and Changes in Subsidiaries

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.

December 11, 2021

To All Concerned Parties

Address:	1-6-1 Roppongi, Minato-ku, Tokyo
Company:	SBI Holdings, Inc.
(Code No.: 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 the Results of the Tender Offer for the Shares of Shinsei Bank,

Limited (Securities Code: 8303) and Changes in Subsidiaries

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") herein announce the results of the tender offer which the Tender Offeror conducted to acquire the common shares (the "Target Company Shares") of Shinsei Bank, Limited (listed on the First Section of the Tokyo Stock Exchange ("TSE"); securities code: 8303; the "Target Company") pursuant to the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act") (the "Tender Offer"), following its completion as of December 10, 2021. After adding the Target Company Shares to be acquired by the Tender Offeror through the Tender Offer to the Target Company Shares already held by the SBIHD Parties, the ownership ratio of the voting rights held by the SBIHD Parties will be 47.77%. Accordingly, after discussions and considerations with SBIHD's auditing firm, etc., as it may be determined that the SBIHD Parties own a sufficient ratio of the Target Company's voting rights to make the Target Company a consolidated subsidiary of SBIHD, the SBIHD Parties also announce that it is planned that the Target Company will become a consolidated subsidiary of SBIHD as of December 17, 2021 (the commencement date of settlement for the Tender Offer).

As the SBIHD Parties' largest purpose of the Tender Offer was to acquire sufficient voting

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rights of the Target Company to make the Target Company its consolidated subsidiary and to establish and reinforce a business alliance relationship between the SBIHD Group and the Target Company Group, the Tender Offer was complete with favorable results to the SBIHD Parties. The SBIHD Parties express their sincere appreciation towards the shareholders of the Target Company who tendered shares in the Tender Offer.

The Target Company and the SBIHD Parties will both cooperate to enhance the corporate value of the Target Company.

1. Result of the Tender Offer

1. Outline of Purchase Etc.

1. Name and Address of the Tender Offeror SBI Regional Bank Holdings Co., Ltd. 1-6-1 Roppongi, Minato-ku, Tokyo
2. Name of the Target Company

Shinsei Bank, Limited

1. Class of Share Certificates, Etc. to Be Purchased, Etc. Common stock
2. Number of Share Certificates, etc. to be Purchased

Number of shares to be	Minimum number of shares to	Maximum number of shares to
purchased	be purchased	be purchased
58,211,300	N/A	58,211,300

(Note 1) If the total number of the shares that are offered for sale in response to the Tender Offer (the "Tendered Shares") is equal to or less than the maximum number of shares to be purchased (58,211,300 shares), all of the Tendered Shares will be purchased. If the total number of Tendered Shares exceeds the maximum number of shares to be purchased (58,211,300 shares), all or part of the excess number of shares will not be purchased, and delivery and other settlement with respect to the purchase, etc. of share certificates, etc. will be handled on a pro rata basis as provided in Article 27-13, Paragraph 5 of the Act and Article 32 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person Other than Issuer (Ordinance of the Ministry of Finance No. 38 of 1990, as amended; the "Ordinance").

(Note 2) Treasury shares held by the Target Company will not be purchased through the Tender

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Offer.

(Note 3) Shares of less than one unit are also subject to the Tender Offer. If the Target Company shareholders exercise their right to request that the Target Company repurchase their shares of less than one unit in accordance with the Companies Act, the Target Company may purchase such shares during the period of purchases for the Tender Offer (the "Tender Offer Period") pursuant to the procedures under laws and regulations.

(5) Period for Purchase, Etc.

1. Period for Purchase, Etc.

Friday, September 10, 2021 to Friday, December 25, 2021 (62 business days)

1. Possibility of Extension upon a Request by the Target Company Not applicable.

1. Price for Purchase, etc.

2,000 yen per share of common shares

2. Results of Purchase, Etc.

1. Outcome of Tender Offer
   In the Tender Offer, since the aggregate number of the Tendered Shares (56,922,199 shares) did not exceed the maximum number of shares to be purchased (58,211,300 shares), the Tender Offeror will purchase, etc. all of the Tendered Shares, as stated in the Public Notice of the Commencement of the Tender Offer (including the matters amended by way of the Amendment to the Public Notice of the Commencement of the Tender Offer dated September 30 and November 26, 2021) and Tender Offer Registration Statement (including the matters amended by way of the Amendment to Tender Offer Registration Statement dated September 27, September 29, September 30, October 25, November 17 and November 26, 2021).
2. Date of Public Notice of Results of Tender Offer, and Name of Newspaper for Public Notice Pursuant to the provision of Article 27-13, Paragraph 1 of the Act, on December 11, 2021, at TSE, the results of the Tender Offer was announced to the press, by the method stipulated in Article 9-4 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) and Article 30-2 of the Ordinance.

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(3) Number of Purchased Share Certificates, Etc.

Classes of Share Certificates, Etc.	Number of Tendered	Number of Purchased
	Shares After Conversion	Shares After Conversion
Share Certificates	56,922,199 shares	56,922,199 shares
Certificate of Stock Acquisition Rights	- shares	- shares
Bonds with Stock Acquisition	- shares	- shares
Rights
Trust Beneficiary Certificates for Share	- shares	- shares
Certificates, etc. ( )
Depositary Receipts for Share	- shares	- shares
Certificates, etc. ( )
Total	56,922,199 shares	56,922,199 shares
(Total Number of Potential Share	- shares	- shares
Certificates, Etc.)

1. Change in Ownership Ratio of Share Certificates, etc. through the Tender Offer

Number of voting rights pertaining to		(Ownership ratio of share certificates, etc.
share	certificates,	etc.	held	by	the	1
Tender Offeror before the Tender Offer		before the Tender Offer: 0.00%)
Number of voting rights pertaining to		(Ownership ratio of share certificates, etc.
share certificates, etc. held by specially	427,377
related parties before the Tender Offer		before the Tender Offer: 20.48%)
Number of voting rights pertaining to		(Ownership ratio of Share Certificates, etc.
share	certificates,	etc.	held	by	the	569,222
Tender Offeror after the Tender Offer		after the Tender Offer: 27.28%)
Number of voting rights pertaining to		(Ownership ratio of Share Certificates,
share certificates, etc. held by specially	427,377
related parties after the Tender Offer		etc. after the Tender Offer: 20.48%)
Number of voting	rights	of	all	2,086,132
shareholders of the Target Company

Note 1: The "Number of voting rights pertaining to share certificates, etc. held by specially related parties before the Tender Offer" is the total of the number of voting rights pertaining to the share certificates, etc. held by each specially related party.

Note 2: The "Number of voting rights of all shareholders, etc. of the Target Company" is the total

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number of voting rights of all shareholders as of September 30, 2021 as stated in the second quarterly report for the 22nd Fiscal Year issued by the Target Company on November 17, 2021 (the "Target Company Quarterly Report") (in which one share unit is stated as 100 shares). However, since less than one unit are subject to the Tender Offer (excluding treasury shares held by the Target Company), for the purpose of calculating the "Number of voting rights pertaining to share certificates, etc. held by the Tender Offeror after the Tender Offer," the number of voting rights (2,086,410 voting rights) pertaining to the number of shares (208,641,089 shares) is used as the denominator, which is obtained by deducting (a) the number of treasury shares held by the Target Company as of September 30, 2021 (50,393,600 shares) from (b) the total number of issued Target Company Shares as of September 30, 2021 as stated in the Target Company Quarterly Report (259,034,689 shares).

Note 3: The "Ownership ratio of share certificates, etc. before the Tender Offer" and "Ownership ratio of share certificates, etc. after the Tender Offer" are rounded to two decimal places.

1. Calculation in Case of Purchase, Etc. Based on a Pro Rata Basis Not applicable.
2. Method of Settlement

1. Name and head office location of the securities firm, bank or other entity conducting settlement of the Tender Offer
   SBI SECURITIES Co., Ltd. 1-6-1 Roppongi Minato-ku, Tokyo
2. Commencement Date of Settlement

Friday, December 17, 2021

(iii) Method of Settlement

After expiration of the Tender Offer Period, a notice of purchase through the Tender Offer is mailed to the addresses or locations of the Shareholders who tendered shares in the Tender Offer (the "Tendering Shareholders") (or in the case of Shareholders who are residents of foreign countries (including corporate shareholders; "Foreign Shareholders"), their standing proxies) without delay.

The purchase will be made in cash. The proceeds from the purchased share certificates, etc. will be remitted by the tender offer agent to the places designated by the Tendering Shareholders (or in the case of Foreign Shareholders, their standing proxies) in accordance with the Tendering Shareholders' instructions (or in the case of Foreign Shareholders, their

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