Shinsei Bank : Notice of the Annual General Meeting of Shareholders for the 22nd Term

The Bank assumes no responsibility for this translation or for direct, indirect or any other forms or damages arising from this translation.

[TRANSLATION]

Shinsei Bank, Limited

TSE code: 8303

Notice of the Annual General Meeting of Shareholders for the 22nd Term

Date and Time

Wednesday, June 22, 2022 at 10:00 a.m.

(Doors Open at 9:00 a.m.)

Place

The Conference Room

22nd Floor, Izumi Garden Tower

6-1 Roppongi 1-chome,Minato-ku, Tokyo

Agenda Items

Index
Notice of the Annual General Meeting of
Shareholders for the 22nd Term..............	p.1
Reference Materials.................................	p.4
Business Report.......................................	p.22
Consolidated Financial Statements..........	p.58
Nonconsolidated Financial Statements…	p.61
Auditor's Report.......................................	p.65

1. Election of Nine (9) Directors
2. Election of One (1) Audit & Supervisory Board Member
3. Revision of Maximum Amount of Basic Compensation, etc. for the Directors
4. Revision of Maximum Amount of the Compensation for Granting Restricted Stock
5. Revision of Maximum Amount of the Equity Compensation Type Stock Options
6. Partial Amendment of the Articles of Incorporation
   (Measures for Electronic Provision of the Reference Materials, Etc. for the Shareholders' Meeting)

7. Partial Amendment of the Articles of Incorporation (Change of Corporate Name)

Please exercise your voting right by mail or via internet by the deadline in case you do not attend the meeting in person: Tuesday, June 21, 2022 by 5:00 p.m.

No gifts to shareholders will be given on the meeting day.

(Translation)

TSE code: 8303 June 1, 2022 4-3Nihonbashi-muromachi2-chome,Chuo-ku, Tokyo

Shinsei Bank, Limited

Notice of the Annual General Meeting of Shareholders for the 22nd Term

Dear Shareholders,

We are pleased to invite you to the Annual General Meeting of Shareholders of Shinsei Bank, Limited ("the Bank") for the 22nd Term, which will be held as shown below.

We kindly ask you to exercise your voting right in advance, by returning the Voting Right Exercise Form to the Bank or by an electromagnetic method using the Internet, etc.

We encourage you to examine the accompanying reference materials below and exercise your voting right by using a method that is convenient to you. Please refer the "Instructions on Exercising Voting Rights, etc." carefully and exercise your voting right, using either method, so that your vote is received by 5:00 p.m. on Tuesday, June 21, 2022.

Yours faithfully,

Katsuya Kawashima

Representative Director,

President and Chief Executive Officer

Exercise of voting rights in writing via Voting Right Exercise Form

Please indicate your approval or disapproval for the agenda on the Voting Right Exercise Form enclosed herewith and send the Voting Right Exercise back to us (no postage is needed.)

Deadline: Tuesday, June 21, 2022 by 5:00 p.m.

Exercise of voting rights by Internet

Please refer page 3 and vote by: Tuesday, June 21, 2022 by 5:00 p.m.

If you attend the Meeting in person

Please submit to the receptionist the enclosed Voting Right Exercise Form while indicating your approval or disapproval for the agenda.

If you are not able to attend the meeting, you can designate another shareholder who is also eligible to vote at the meeting to vote on your behalf at the meeting. Please note, however, that a document must be submitted that provides evidence of this power of representation.

｜爀 ㄀⃿

(Translation)

Description of the Meeting

1. Date and Time: Wednesday, June 22, 2022 at 10:00 a.m. Doors Open at 9:00 a.m.

2. Place:	The Conference Room
	22nd Floor, Izumi Garden Tower
	6-1 Roppongi 1-chome,Minato-ku, Tokyo
	No gifts to shareholders will be given on the meeting day.

3. Purposes:

Matters to be reported:

1. Report on the Business Report, Consolidated Financial Statements and the Results of the Audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Board for the 22nd Term (from April 1, 2021 to March 31, 2022).
2. Report on the Financial Statements for the 22nd Term (from April 1, 2021 to March 31, 2022).

Matters to be voted on:

Item1 : Election of Nine (9) Directors

Item2 : Election of One (1) Audit & Supervisory Board Member

Item3 : Revision of Maximum Amount of Basic Compensation, etc. for the Directors

Item4 : Revision of Maximum Amount of the Compensation for Granting Restricted Stock

Item5 : Revision of Maximum Amount of the Equity Compensation Type Stock Options

Item6 : Partial Amendment of the Articles of Incorporation

(Measures for Electronic Provision of the Reference Materials, Etc. for the Shareholders' Meeting)

Item7 : Partial Amendment of the Articles of Incorporation (Change of Corporate Name)

END

・Among the documents to be provided in conjunction with this notice, Stock Acquisition Rights of the Bank, Contents of Resolutions Concerning the Organization of a System to Ensure Business Relevance and Operational Status of the said system (Outline of resolutions concerning a system to ensure business Relevance), and the notes to the financial statements as well as the notes to the consolidated financial statements are provided through the Bank's website pursuant to the laws and Article 13 of the Company's Articles of Incorporation, and they are not stated in the documents accompanying this notice.

The financial statements and the consolidated financial statements audited by the Audit & Supervisory Board Members or the Independent Accounting Auditors include the notes to the financial statements and the notes to the consolidated financial statements provided through the Bank's website described above.

・If it becomes necessary for the Bank to make corrections to the Reference Materials for the General Meeting of Shareholders, business report, financial statements (keisan-shorui) or consolidated financial statements (renketsu-keisan-shorui), the Bank will post these corrections on its website.

The Bank's Website ▶▶▶▶▶▶ https://www.shinseibank.com

To Institutional Investors;

If you have applied in advance to use the electronic voting platform for institutional investors operated by ICJ Inc., you can exercise your voting rights from that platform.

Please note that this is a translation of the original document and is provided for your reference only. Although this translation is intended to be complete and accurate, the original document in Japanese shall take precedence over this translation in case of any discrepancies between this translation and the original.

｜爀 ㈀⃿

(Translation)

Instructions on Exercising Voting Rights

Exercise of voting rights by Internet

Please access the website to exercise voting rights. (https://www.web54.net)

Log on with your "Voting Rights Exercise Code" and password written on the Voting Right Exercise Form enclosed herewith to follow the instruction on the site for approval or disapproval.

Deadline: Tuesday, June 21, 2022 by 5:00 p.m.

※You may access the website via this bar-code if your cell phone is able to scan it.

(Japanese Only)

Procedures for Exercising Voting Rights via Internet

Please take note of the following instructions before exercising voting rights via Internet.

1. Voting rights can be exercised via Internet only by accessing the following website for exercising voting rights from a personal computer or cell phone.

Website for exercising voting rights: https://www.web54.net

1. When exercising voting rights via the Internet, you must enter the "Voting Rights Exercise Code" and "Password", both of which are contained in the enclosed Form for Exercising Voting Rights. Please follow the instructions on the screen to vote in favor of or against the proposed items.
2. Shareholders may exercise their voting rights via the Internet until 5:00 p.m. on Tuesday, June 21, 2022. However, we urge shareholders to exercise their voting rights at their earliest convenience for the purpose of tallying all voting rights.
3. If you have cast your votes twice by using the Form for Exercising Voting Rights and via the Internet, the Bank will consider the vote cast via the Internet to be the valid vote.
4. If you have cast your votes more than once via Internet, the Bank will consider the vote last cast via the Internet to be the valid vote.
5. Any costs incurred to access the website for exercising voting rights, such as Internet connection costs payable to a provider or telecommunication fees (telephone charges, etc.) shall be borne by the shareholder exercising the voting rights.

Inquiries concerning Exercising Voting Rights via the Internet

Please contact the following.

Shareholder List Administrator:

Web Support, Stock Transfer Agency Department, Sumitomo Mitsui Trust Bank, Limited.

Hotline	0120-652-031	(available from 9 a.m. to 9 p.m.)
Other	0120-782-031	(available from 9 a.m. to 5 p.m., except Saturdays, Sundays, and Holidays)

inquires

･In case that you have an account at a securities company, please consult with them directly.

･Any shareholder who had originally agreed to receive the notice of convocation by electromagnetic means, however, now wishes to request that the Form for Exercising Voting Rights, etc., including other written forms and documents, be delivered to him or her. In that case, please contact the Hotline above.

｜爀 ㌀⃿

(Translation)

Material for Annual General Meeting of Shareholders Agenda

page 4-21

Item 1 Election of Nine (9) Directors

The term of office of all seven (7) directors will expire at the termination of this General Meeting of Shareholders. We would like to seek an approval to elect nine (9) persons as Directors, adding two (2) to the current number of Directors, to enhance our management structre.

Career summary of the candidates is as follows.

Attendance rate

NamePositions and Responsibilities in the Bankof the Board of Directors

• Hirofumi Gomi

Chairman of the Board		2/2
Reappointed
(100％)

2	Katsuya Kawashima	Representative Director,		2/2
Reappointed
President and Chief Executive Officer	(100％)

3	Katsumi Hatao	Director, Senior Managing Executive Officer,
Treasury and Group Overseas Business
		Assistant to the President, In charge of Group	Reappointed
4	Eisuke Terasawa	Managing Executive Officer, In charge of
Facilitation	Appointed
		Group Corporate Planning and Financing	Newly

2/2

(100％)

－

• Kei Fujisaki

Newly
	Outside		Independent	－
Appointed

• Yasuhiro Hayasaki

					2/2
Reappointed		Outside		Independent
		(100％)

• Ayumi Michi

					2/2
Reappointed		Outside		Independent
		(100％)

• Yurina Takiguchi

Newly
	Outside		Independent	－
Appointed

• Masahiro Terada

					2/2
Reappointed		Outside		Independent
		(100％)

	Candidate for		Candidate for newly		Candidate for		Candidate for
	Newly
Reappointed	Outside	Independent
reappointed director	Appointed	appointed director	outside director	independent director

[ Nominating policy of the candidates for Directors ]

The appointment of each candidate for Director is deliberated by the Nomination and Compensation Committee and determined by the Board of Directors meeting with a consideration of a balance among knowledge, experience and skills, diversity and appropriate size.

｜爀 㐀⃿