INFORMATIONFor Immediate Release
Company Name: SBI Shinsei Bank, Limited
Name of Representative: Katsuya Kawashima
President and CEO(Code: 8303, TSE Standard Market)

Notice Regarding Support to TOB for Shares of SBI Shinsei Bankby SBI Regional Bank Holdings Co., Ltd., Controlling Shareholder, andRecommendation for Application for the TOBTokyo (Friday, May 12, 2023) --- SBI Shinsei Bank, Limited (hereinafter, “SBI Shinsei Bank”) hereby
announces that its board of directors resolved today to express its opinion in support of the takeover bid("TOB") by SBI Regional Bank Holdings Co., Ltd., its controlling shareholder (the parent company)("Bidder") for the common shares of SBI Shinsei Bank (“Shares”) and to recommend its shareholders totender their shares in the TOB, as below.
The above-mentioned resolution of the board of directors was made on the presupposition that, after the
TOB and subsequent series of procedures, the Bidder, the Deposit Insurance Corporation of Japan(“DICJ”), and the Resolution and Collection Corporation (“RCC”) are intended to be the only remaining
shareholders of SBI Shinsei Bank and that the Shares are scheduled to be delisted.
1. Overview of the Bidder
(1)
Name
(2)
Address
Name and Title of(3)
Representative(4)

Description of Business

(5)
(6)
(7)

Capital Amount
Date of Incorporation
Large Shareholder andShareholding Ratio(As of March 31, 2023)(8)

SBI Regional Bank Holdings Co., Ltd.
6-1, Roppongi 1-chome, Minato-ku, Tokyo
Representative Director: Shumpei Morita
Management and administration of companies that may bemade subsidiaries under the Banking Act and other operations
incidental to such operations, as well as operations that may
be conducted by a bank holding company under the Banking
Act.
30.1 billion yen (As of March 31, 2023)
August 25, 2015
SBI Holdings, Inc. (“SBIHD”)

100%

Relationship between Bidder and SBI Shinsei Bank
Capital Relationship

Personnel RelationshipTransactional
Relationship

The Bidder owns 102,159,999 Shares (Ownership Ratio (Note1): 50.04%).
As of April 1, 2023, 27 officers and employees are seconded
from SBIHD Group to 5 companies of SBI Shinsei Bank Group,and 34 officers and employees are seconded from SBI Shinsei
Bank Group to 8 companies of SBIHD Group (there is no
concurrent secondee) (Note 2).
The following are transactions between SBI Shinsei Bank and
SBIHD:⚫ SBI Shinsei Bank is a shareholder of Regional Revitalization
Partners Co., Ltd., and SBI PE Holdings Co., Ltd.,subsidiaries of SBIHD;⚫ SBI Shinsei Bank invests in FinTech Business Innovation
LPS, SBI AI&Blockchain LPS, SBI 4&5 Investment Limited
Partnership, and SBI Regional Business Succession
Investment No. 2 Limited Partnership established andmanaged by SBI Investment Co., Ltd., a subsidiary of-1-

SBIHD; and⚫ SBI Shinsei Bank has loan transactions with SBIHD, SBI
Africa Co., Ltd., SBI Estate Finance Co.,Ltd., and SBILYHOUR BANK PLC.
The Bidder is a controlling shareholder (the parent company) of
SBI Shinsei Bank.
Status as a Related Party
SBIHD, the parent company of the Bidder, is the parent companyof SBI Shinsei Bank.
(Note 1) “Ownership Ratio” is defined in “(i) Overview of the TOB” in “(2) Grounds and Reasons for theOpinion on the TOB” in “3. Details of, and Grounds and Reasons for, the Opinion on the TOB”
below.
(Note 2) “SBIHD Group” and “SBI Shinsei Bank Group” are defined in “(ii) Background, purpose anddecision-making process of the Bidder’s decision to implement the TOB” in “(2) Grounds andReasons for the Opinion on the TOB” in “3. Details of, and Grounds and Reasons for, the Opinion
on the TOB” below. The same applies hereinafter.
2. Tender Offer Price
2,800 yen per Share
3. Details of, and Grounds and Reasons for, the Opinion on the TOB(1) Details of the Opinion on the TOB
At the meeting of the board of directors held today, SBI Shinsei Bank expressed its opinion in supportof the TOB based on the grounds and reasons described in “(2) Grounds and Reasons for theOpinion on the TOB” below and resolved to recommend its shareholders to tender their shares in the
TOB.
The above-mentioned resolution of the board of the directors of SBI Shinsei Bank was made by theprocess specified in “(viii) Approval of the majority of directors of SBI Shinsei Bank without conflictsof interest and the opinion of non-objection of all auditors without conflicts of interest” in “(6) Measures
to Ensure the Fairness of the TOB such as the Measures to Ensure the Fairness of the Tender Offer
Price and the Measures to Avoid Conflicts of Interests” below.
(2) Grounds and Reasons for the Opinion on the TOB
The description about the Bidder in this section are based on the explanations provided by the Bidder.
(i)

Overview of the TOB
The Bidder is a stock company established on August 25, 2015 for the primary purpose ofstrengthening the profitability of regional financial institutions and enhancing their corporate
value through direct investment in regional financial institutions, utilizing the products, services,and know-how of the companies that belong to SBIHD Group and the companies in which SBIHD
Group invests. As of the date of this press release, all of its outstanding shares are owned by
SBIHD. As of the date of this press release, the Bidder owns 102,159,999 Shares (Ownership
Ratio (Note): 50.04%) and consolidates SBI Shinsei Bank as its subsidiary. As of the date of thispress release, SBIHD owns no Share directly.
As described in “(ii) Background, purpose and decision-making process of the Bidder’s decision
to implement the TOB” below, SBIHD and the Bidder (collectively, SBIHD and the Bidder,“SBIHDs”) have decided to implement the TOB at the meeting of the board of directors of SBIHD
held today and in the resolution at the meeting of the board of directors of the Bidder as of today,
as a part of transactions for the purpose of delisting of the Shares in order that the Bidder, DICJ
and RCC will be the only remaining shareholders of SBI Shinsei Bank (“Transactions”) by wayof the Bidder acquiring all of the Shares (except for the Shares owned by the Bidder, the treasury
shares owned by SBI Shinsei Bank, and the Shares owned by DICJ (26,912,888 shares,
Ownership Ratio: 13.18%) and RCC (20,000,000 shares, Ownership Ratio: 9.80%) (collectively,
the Shares owned by DICJ and RCC, “Untendered Shares”).
(Note 1) “Ownership Ratio” refers to the ratio (rounded to the second decimal place; unlessotherwise stated, the same shall apply in the calculation of ratios) to the number ofshares (204,144,971 shares), which is obtained by deducting the treasury shares
owned by SBI Shinsei Bank as of March 31, 2023 (889,718 shares) from the total-2-

number of outstanding shares of SBI Shinsei Bank as of March 31, 2023 (205,034,689
shares), as stated in the “Financial Results for FY 2022 [Japanese GAAP](Consolidated)” announced by SBI Shinsei Bank today (“Financial Results of SBI
Shinsei Bank”). The same shall apply hereinafter.
Also, on the TOB, SBIHD executed an agreement as of today, with DICJ, RCC and SBI Shinsei
Bank, concerning the treatment of public funds injected into SBI Shinsei Bank (“Four Party
Agreement”) (for details, please see “(ii) Background, purpose and decision-making process of
the Bidder’s decision to implement the TOB”), and agreed on the treatment of public funds after
Transactions. In addition, on the TOB, SBIHC executed a memorandum of understanding on
the Four Party Agreement (“Shareholders MOU”) with DICJ and RCC as of today, and agreed
that DICJ and RCC would not apply to the TOB for the Untendered Shares, provided that theboard of directors of SBI Shinsei Bank resolved and announced its support and recommendation
for application for the TOB and it would not withdraw or amend such resolution, and that DICJ
and RCC would exercise their voting rights, which support a proposal on the Share Consolidation(as defined in “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters Related to
the So-Called Two-Tier Takeover Strategy)”; The same shall apply hereinafter.) to be presented
at an Extraordinary Shareholders’ Meeting (as defined in “(5) Policy on Organizational
Structuring, Etc. After the TOB (Matters Related to the So-Called Two-Tier Takeover Strategy)”;
The same shall apply hereinafter.) in order to implement a series of procedures to make theshareholders of SBI Shinsei Bank only the Bidder, DICJ and RCC (“Squeeze-out Procedures”)
as stated in “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters Related to the
So-Called Two-Tier Takeover Strategy)” below. For details of the Four Party Agreement and theShareholders MOU, please see “4. Matters Concerning Material Agreements on the TOB.”
Since SBIHDs attempt to delist the Shares in order that the Bidder, DICJ and RCC will be theonly remaining shareholders of SBI Shinsei Bank by the TOB, the maximum number of shares
to be purchased is not set in the TOB. Further, as described in “(ii) Background, purpose anddecision-making process of the Bidder’s decision to implement the TOB” below, SBIHDs
believes that making the Shares of SBI Shinsei Bank delisted by the TOB will not only contributeto the sustained improvement of the business valuation of SBIHD Group, including SBI Shinsei
Bank Group, but also be beneficial to minority shareholders of SBI Shinsei Bank who are granted
the opportunity to sell their shares at a fair price. Therefore, the minimum number of shares tobe purchased is not set in the TOB in order to ensure the implementation of such delisting. In
this regard, in the TOB, in addition to the large ratio of the Shares owned by the Bidder(102,159,999 shares) (Ownership Ratio: 50.04%), which is the largest shareholder of SBI
Shinsei Bank (as of March 31, 2023), DICJ (26,912,888 shares, Ownership Ratio: 13.18%) andRCC (20,000,000 shares, Ownership Ratio: 9.80%), which are the second- (as of March 31,2023) and the third-largest (as of March 31, 2023) shareholders of SBI Shinsei Bank respectively,
have also agreed not to apply for the TOB. Therefore, the ratio of the number of the Shares
which are planned to be purchased (55,072,084 shares) is small in the TOB (Ownership Ratio:
26.98%), and if the minimum number of shares to be purchased is set in the TOB, the successof the TOB can be easily hindered by acquisition of a small number of shares through suchmeans as third parties’ purchase of the Shares. As a result, SBIHDs believe that it would makethe success of the TOB unstable and ultimately not be of benefit to minority shareholders of SBI
Shinsei Bank who wish to sell their shares through the Transactions. Furthermore, theimplementation of the Share Consolidation as a part of Squeeze-out Procedures requires a
special resolution at the general meeting of shareholders as set forth in Article 309, Paragraph
2 of the Companies Act (Act No. 86 of 2005, as amended, “Companies Act”). However, thenumber of voting rights (1,021,599) relating to the Shares owned by the Bidder (102,159,999
shares, Ownership Ratio: 50.04%) and the number of voting rights (DICJ: 269,128, RCC:
200,000) relating to the Shares owned by DICJ and RCC (DICJ: 26,912,888 shares, (Ownership
Ratio: 13.18%), RCC: 20,000,000 shares, (Ownership Ratio: 9.80%)) who have agreed with
SBIHD as to the exercise of voting rights which support a proposal on the Share Consolidation
to be presented at the Extraordinary Shareholders’ Meeting will total (1,490,727) at least 2/3 ofthe number of the total voting rights (2,041,449) relating to the number of shares (204,144,971
shares) calculated by deducting the number of the treasury shares owned by SBI Shinsei Bank
as of March 31, 2023 (889,718 shares) from the total number of outstanding shares of SBI
Shinsei Bank as of March 31, 2023 (205,034,689 shares) which are listed on the Financial
Results of SBI Shinsei Bank. Based on these facts, it is considered that Squeeze-out Procedures
will be certainly carried out without setting the minimum number of shares to be purchased in-3-the TOB.
As indicated above, since neither the maximum nor minimum number of shares to be purchased
has been set in the TOB, the Bidder will purchase all of the share certificates, etc. for which an
application for sale was made in response to the TOB.
The Bidder intends to take SBI Shinsei Bank private in order that the Bidder, DICJ and RCC willbe the only remaining shareholders of SBI Shinsei Bank, and if failing to acquire all of the Shares(except for the Shares owned by the Bidder, the treasury shares owned by SBI Shinsei Bankand the Shares owned by DICJ and RCC) in the TOB, plans to acquire all of the Shares (except
for the Shares owned by the Bidder, the treasury shares owned by SBI Shinsei Bank, and theShares owned by DICJ and RCC) by implementing Squeeze-out Procedures after the successof the TOB. Although the Shares are listed on the Standard Market of Tokyo Stock Exchange,
Inc. (“TSE”) as of today, the Shares may, as described in “(4) Possibility of Delisting andReasons Therefor” below, be delisted through prescribed procedures in accordance with theDelisting Criteria of TSE depending on the result of the TOB. Also, even if the Shares do notmeet such criteria at the time of the success of the TOB, as described in “(5) Policy on
Organizational Structuring, Etc. After the TOB (Matters Related to the So-Called Two-TierTakeover Strategy)” below, the Bidder plans to carry out Squeeze-out Procedures after the
success of the TOB. In such case, the Shares will be delisted through prescribed procedures inaccordance with the Delisting Criteria of TSE.
(ii) Background, purpose and decision-making process of the Bidder’s decision to implement theTOB
SBI Shinsei Bank has been explained by the Bidder about the background, purposes, and its
decision-making process to implement the TOB, as follows.
SBIHD, the wholly-owning parent company of the Bidder, was established in July 1999 as a
subsidiary of Softbank Finance Corporation (currently SoftBank Corp.) to start venture capitalbusiness. In December 2000, it listed its shares on the Nasdaq Japan market of the Osaka
Securities Exchange and then on the First Section of TSE in February 2002. In June 2003, as aresult of the merger with E*TRADE Japan K.K., E*TRADE SECURITIES Co., Ltd. (currently SBI
SECURITIES Co., Ltd., “SBI Securities”) became its subsidiary. In July 2005, it changed thecompany name to SBI Holdings, Inc. and split its business such as fund management businessand make them succeeded by Softbank Ventures, Inc. and changed that company name to
Softbank Investment Co., Ltd. (currently SBI Investment Co., Ltd.). In August 2006, it dissolved
its capital ties with SoftBank Corp.
SBIHD and the business group that consists of its subsidiaries (563 companies as of December
31, 2022) and equity method affiliates (60 companies as of the same date) (excluding SBI
Shinsei Bank Group, “SBIHD Group”) are operating the business focusing on: “Financial
Services Business” that focuses on business related to securities, banking, and insurance;“Asset Management Business” that provides investment management and advisory services,
including establishment, offering, and management of investment trust; “Investment Business”
that focuses on private equity business that manages venture capital fund and others; “Cryptoasset Business” that operates crypto-asset exchange business and other related business; and“Non-financial Business” that encompasses: Biotechnology, Healthcare & Medical Informatics
business, which promotes the manufacturing and sales of pharmaceuticals, health foods, andcosmetics, as well as digitalization of healthcare data and use of healthcare big data; Web 3.0related business that provides platforms for sales of NFT (Non-Fungible Token) based onblockchain technology and traceability services; and export of used cars to the African region
and provision of incidental services.
Currently, SBIHD is pursuing formulation of alliances with numerous companies and expansionof various business areas, including digital areas such as financial services for smartphones.
Furthermore, in addition to reinforcing relationships with regional financial institutions in order tocontribute to regional revitalization as a social mission, SBIHD established a presiding company
that promotes regional revitalization (Regional Revitalization Partners Co., Ltd. (“Regional
Revitalization Partners”)) with several partner companies and engages in: providing regional
financial institutions with uniform systems; providing functions that promote revitalization of local
economies; and establishing companies that invest in or extend loans to venture companies.
-4-

On the other hand, the Bidder was established under the umbrella of SBIHD Group companies
on August 25, 2015 under the company name ER Six Co., Ltd. Subsequently, the Bidderchanged its company name to SBI Bank Holdings, Inc. in July 2019 and then to SBI Regional
Bank Holdings, Co., Ltd. in April 2020, which has remained unchanged since. On October 11,
2022, the Bidder obtained from the Financial Services Agency the authorization for bank holding
company under Article 52-17 of the Banking Act (Act No. 59 of 1981, as amended; the same
applies hereinafter the "Banking Act"). From October 12, 2022 to October 19, 2022, the Bidderacquired the Shares through trading on the market, held 102,159,999 Shares (Ownership Ratio:
50.04%: Ownership Ratio at the Timing (Note): 50.05%) on October 19, 2022, and became abank holding company on October 21, 2022 when the same-day settlement of the acquired
Shares completed. The Bidder is engaged in (i) the management and administration of banks
and companies that may be made subsidiaries under the Banking Act; (ii) all operations
incidental and related to the operations in (i); and (iii) other operations that a bank holding
company may engage in under the Banking Act, in addition to the operations in (i) and (ii). In
order to improve the profitability of SBI Shinsei Bank, the Bidder is promoting cooperation withcompanies belonging to SBIHD Group, including SBI Shinsei Bank Group, as well as withbusiness partners and investee companies of SBIHD Group, including SBI Shinsei Bank Group.
(Note) “Ownership Ratio at the Timing” means the ratio to the number of shares (204,119,089
shares) obtained by deducting the number of treasury shares owned by SBI Shinsei
Bank as of September 30, 2022 (54,915,600 shares) from the total number ofoutstanding shares of SBI Shinsei Bank as of the same date, as stated in the “Quarterly
Securities Report” submitted by SBI Shinsei Bank on November 21, 2022
(259,034,689 shares).
On the other hand, SBI Shinsei Bank was established on December 1, 1952 as “The Long-Term
Credit Bank of Japan, Limited” under the Long Term Credit Bank Act (Act No. 187 of 1952, as
amended; the same applies hereinafter the "Long Term Credit Bank Act"). Subsequently, alongwith the rapid growth of the Japanese economy, its business expanded and the Shares weresuccessfully listed on the First Section of TSE and the First Section of the Osaka Exchange in
April 1970. After that, the rapid increase in loans to specific industries such as real estate andnon-banks in the bubble economy after 1985 resulted in a large amount of non-performing loans
due to the subsequent collapse of the bubble economy. As a result, on October 23, 1998, SBI
Shinsei Bank became subject to a decision on the commencement of special publicmanagement under Article 36, Paragraph 1 of the Act on Emergency Measures for the
Revitalization of the Financial Functions (Act No. 132 of 1998, as amended; the same applies
hereinafter the “Financial Revitalization Act”) and a decision on the acquisition of shares under
Article 38, Paragraph 1 of the Financial Revitalization Act. On October 28 of the same year, allof the Shares and the Second Preferred Shares (Note 1) of SBI Shinsei Bank issued andoutstanding at that time were acquired by DICJ (Note 2) under Article 39, Paragraph 1 of the
Financial Revitalization Act. Then, the Shares were delisted on October 24, 1998.
On March 1, 2000, New LTCB Partners C.V. (“Partners”) (Note 3) acquired from DICJ the Sharesit held (Note 4), and the special public management ended on the same day. In the Share
Purchase Agreement dated February 9, 2000 between Partners, SBI Shinsei Bank and DICJ,
which was executed upon the acquisition of the Shares by Partners, it was agreed that if SBI
Shinsei Bank makes an application for undertaking of shares under Article 4, Paragraph 2 of the
Act on Emergency Measures for Early Strengthening of Financial Functions (Act No. 143 of 1998,
as amended) (“Application for Undertaking”) after the acquisition of the Shares by Partners, DICJ
shall acquire non-voting preferred shares newly issued by SBI Shinsei Bank subject to theapproval from the Financial Reconstruction Commission. Thus, SBI Shinsei Bank made an
Application for Undertaking on March 3, 2000, and on March 31 of the same year, RCC, all of
whose outstanding shares were held by DICJ, undertook 600 million of the Third Class B
Preferred Shares of Shinsei Bank, Limited (“Third Preferred Shares”) for 240 billion yen in total(400 yen per share) (Note 5).
Subsequently, SBI Shinsei Bank changed its name from “The Long-Term Credit Bank of Japan,
Limited” to “Shinsei Bank, Limited” in June 2000 and successfully relisted on the First Section of
TSE in February 2004. Then, in April 2004, SBI Shinsei Bank converted itself from a long-term
credit bank under the Long-Term Credit Bank Act to an ordinary bank under the Banking Act inaccordance with the Act on Mergers and Conversions of Financial Institutions (Act No. 86 of-5-1968, as amended) (Note 6).
In December 2021, as a result of the tender offer by the Bidder for the Shares, the Bidder
became an affiliated company of SBI Shinsei Bank (major and the largest shareholder) and
SBIHD became a controlling shareholder (the parent company) of SBI Shinsei Bank. On
February 1, 2022, the Shares held by SBIHD were assigned to the Bidder and the Bidder
became a controlling shareholder (the parent company) of SBI Shinsei Bank. Then on April 4,2022, TSE sections were reviewed and SBI Shinsei Bank moved from the First Section to theStandard Market on TSE. On January 4, 2023, in accordance with the change of the parent
company, SBI Shinsei Bank changed its name from “Shinsei Bank, Limited” to “SBI Shinsei Bank,
Limited.”(Note 1) The Second Preferred Shares refers to the preferred shares that were issued by SBI
Shinsei Bank to RCC for 130 billion yen in total (100 million shares in total) on March
31, 1998, before the decision on the commencement of special public management
was given under the Act on Emergency Measures for Stabilization of Financial
Functions (Act No. 5 of 1998, as amended).
(Note 2) Under the Financial Revitalization Act, where it is found that a bank is unable to pay
its debts in full with its property or a bank is likely to suspend refund of deposits, etc.
in light of the status of its business affairs or property, the Financial Reconstruction
Commission (currently, the Prime Minister) may give to such bank a decision on thecommencement of special public management (“Decision on Commencement ofSpecial Public Management”) (Article 36, Paragraph 1 of the Financial Revitalization
Act), and the Financial Reconstruction Commission (currently, the Prime Minister) shalldecide the acquisition of shares issued by such bank as well as give the Decision on
Commencement of Special Public Management (Article 38, Paragraph 1 of the
Financial Revitalization Act).
(Note 3) Partners is a limited partnership established in the Kingdom of the Netherlands withthe funds from multiple financial institution groups and a number of investors by thecall of Ripplewood Holdings LLC, a U.S. private equity management company, for the
purpose of acquiring the shares of SBI Shinsei Bank.
(Note 4) Specifically, SBI Shinsei Bank had issued 2,417,075,212 Shares and 100 million
Second Preferred Shares as of March 2000, all of which had been held by DICJ, and
DICJ sold 2,417,075,000 Shares to Partners for 1 billion yen (212 Shares, which are
fractional shares, were acquired by SBI Shinsei Bank). Of the 100 million Second
Preferred Shares, 25,472,000 shares were retired by a capital decrease by SBI Shinsei
Bank and DICJ continued to hold the remaining 74,528,000 shares. On March 31,
2008, upon the exercise of put options by DICJ, SBI Shinsei Bank acquired all of theSecond Preferred Shares by delivering to DICJ the Shares (269,128,888 Shares intotal) as consideration.
(Note 5) All of the Third Preferred Shares (600 million shares in total) undertaken by RCC havebeen acquired by SBI Shinsei Bank through the following process:(A) On July 31, 2006, upon the exercise of put options by RCC, SBI Shinsei Bankacquired 300 million Third Preferred Shares by delivering to RCC the Shares(200,033,338 shares) as consideration (200,033,000 of the Shares delivered asconsideration were sold by RCC in the market on August 17, 2006); and(B) On August 1, 2007, SBI Shinsei Bank acquired 300 million Third Preferred Sharesby delivering to RCC the Shares (200,000,000 shares in total) as consideration inaccordance with the provision on the details of call options of the Third Preferred
Shares of the articles of association.
(Note 6) Long-term credit bank under the Long-Term Credit Bank Act is a bank whose principal
business is to make loans for equipment funds and long-term operation funds by
issuing long-term credit bank bonds, instead of making loans using received deposits
as ordinary banks do.
As of March 31, 2023, SBI Shinsei Bank holds 83 subsidiaries and 43 equity method affiliates,and 51 unconsolidated subsidiaries (collectively with SBI Shinsei Bank, and its subsidiaries,
equity method affiliates, and unconsolidated d subsidiaries, “SBI Shinsei Bank Group”).
SBI Shinsei Bank Group’s operations are broadly organized into three business groups: The“Institutional Business,” the “Individual Business,” and the “Overseas Business/Treasury/Others.”-6-

Of the three, the “Institutional Business,” which provides financial services for corporate, public
sector, and financial institutions, and advisory services, is divided into six segments in total, in
which SBI Shinsei Bank is operating: (A) Corporate Business (financial products and services
for corporate, public sector, and financial institutions, advisory services, syndication business,
and wealth management business, etc.); (B) Structured Finance (real estate finance such as
nonrecourse loans, financial products and services related to project finance and specialty
finance including shipping and aircraft domain and M&A-related finance, financial products andservices related to healthcare finance, and trust banking services); (C) Principal Transactions(venture business-related services, business succession, private equity and asset-backed
investment, etc.); (D) Showa Leasing (financial products and services focused on lease finance);(E) Market Business (foreign exchange, derivatives, equity-related, and other capital markets);and (F) Other Global Market Business (business activities attributable to Shinsei Securities Co.,
Ltd., asset management, etc.).
Next, the “Individual Business,” which provides retail banking products and services, is divided
into four segments in total, in which SBI Shinsei Bank is operating: (A) Retail Banking (whichsells and provides financial products and services for individuals); (B) Shinsei Financial(unsecured card loan business and credit guarantees); (C) APLUS (shopping credit, credit cards,
loans and payment services); and (D) Other Individual Business (profit and loss attributable toother subsidiaries).
Finally, “Overseas Business/Treasury/Others,” which does not belong to any of the Institutional
Business and the Individual Business, is divided into three segments in total, in which SBI
Shinsei Bank is operating: (A) Overseas Business (profit and loss attributable to overseas
consolidated subsidiaries and overseas affiliates of SBI Shinsei Bank Group); (B) Treasury(gains and losses of ALM operations including capital and bonds-related transactions); and (C)Others (profit and loss not included in the reportable segments, variances from budgeted
allocations of indirect expenses, and eliminated amounts of inter-segment transactions).
On May 13, 2022, SBI Shinsei Bank announced its medium-term management plan coveringfrom FY2022 to FY2024 (“SBI Shinsei Bank Medium-Term Management Plan”) that is to befollowed for the coming three years. In the SBI Shinsei Bank Medium-Term Management Plan,
the following three points are proposed as the Medium-Term Visions (the targets to be achieved
in FY2024): (A) Realize 70 billion yen of consolidated net income and establish a foundation forfurther growth; (B) Evolve into a leading banking group providing pioneering and advanced
finance; and (C) Show the path toward repayment of public funds. To achieve these visions, SBI
Shinsei Bank has proposed the core strategies: (i) Pursue value co-creation inside and outside
the Group; (ii) Enhance the Group’s strengths and realize a full range of service offerings; and(iii) Achieve sustainability through business activities.
Repayment of public funds referred to in (C) above means that SBI Shinsei Bank will allow DICJ
and RCC to recover monetary support provided by DICJ and RCC under the Decision on
Commencement of Special Public Management and after the end of its proceeding. As of thedate of this press release, the outstanding amount is 349,374,894,942 yen in total, as separately
confirmed by DICJ, RCC, SBIHD, and SBI Shinsei Bank (Please see “4. Matters Concerning
Material Agreements on the TOB” below.).
To achieve the Medium-Term Vision, during the FY 2022, which is the first fiscal year for SBI
Shinsei Bank Medium-Term Management Plan, SBI Shinsei Bank implemented measures tostrengthen and reconstruct its customers and earning base, with a focus on cooperation with
SBIHD Group. As a result, the deposits and the balance of operating assets grew significantly,
exceeding the targets set in the Medium-Term Management Plan (It means that the actual
figures of the deposits and the balance of operating assets for FY2022 were 9,982.2 billion yen
and 10,374.2 billion yen, respectively, compared to the targets set in the FY2023 Plan, 8.0 trillion
yen and 10.0 trillion yen, respectively.).
Since 2019, SBI Shinsei Bank has been pursuing its medium-term management strategy,“Redesigning Finance,” whose core strategy is “Grow through Value Co-Creation.” Based on theidea that the business of SBIHD Group and that of SBI Shinsei Bank Group are mutuallycomplementary and if the management resources of Both Groups (collectively referring to SBI
Shinsei Bank Group and SBIHD Group; the same applies hereinafter) could be combined-7-

organically, it would enhance customer convenience and enable to enhance the corporate valueof Both Groups, SBIHD intermittently purchased the Shares through trading on the market during
the period from April 2, 2019 to August 28, 2019 and has had 11,281,100 Shares (Ownership
Ratio: 5.53%: Ownership Ratio as of then(Note): 4.66%) .
(Note) “Ownership Ratio as of then” means the ratio to the number of shares (242,252,217
shares) obtained by deducting the number of treasury shares owned by SBI Shinsei
Bank as of July 31, 2019 (16,782,472 shares) from the total number of outstanding
shares of SBI Shinsei Bank as of the same date, as stated in the "Reports on
Repurchase (under Article 24-6, Paragraph 1 of the Act)" submitted by SBI Shinsei
Bank on August 1, 2019 (259,034,689 shares).
Thereafter, in early August 2019, SBIHD began to review the possibility of capital alliance withSBI Shinsei Bank, and SBIHD has come to own 13,004,000 shares of the Shares by January 7,2020 (Ownership Ratio: 6.37%: Ownership Ratio as of then (Note 1): 5.51%) with an aim toenhance investment proceeds that could be earned from investment in the Shares throughanticipated rise in stock price and dividend income in the future. As SBI Shinsei Bank’s stock
price was sluggish during the period from early March 2020 to late December 2020, SBIHD
continued to purchase the Shares at their market price, which was below their averageacquisition book value, and lowered their average acquisition book value. As a result, by
December 21, 2020, SBIHD has come to own 29,260,500 shares (Ownership Ratio: 14.33%:
Ownership Ratio as of then (Note 2): 13.32%).
(Note 1) “Ownership Ratio as of then” means the ratio towards 236,042,100 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of December 31,
2019 as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article
24-6, Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on
January 8, 2020, the number of its treasury shares of 22,992,589 shares as ofDecember 31, 2019.
(Note 2) “Ownership Ratio as of then” means the ratio towards 219,679,619 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of November 30,
2020 as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article
24-6, Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on
December 3, 2020, the number of its treasury shares of 39,355,070 shares as ofNovember 30, 2020.
SBIHD additionally acquired the Shares in the market from January 28, 2021, through late March
2021, and the number of Shares held thereby reached 42,737,800 shares by March 26, 2021
(Ownership Ratio as of then (Note 1): 19.85%). Thereafter, through acquisitions of treasury
shares by SBI Shinsei Bank which was implemented by August 31, 2021, SBIHD’s Ownership
Ratio as of then (Note 2) increased to 20.32%.
(Note 1) “Ownership Ratio as of then” means the ratio towards 215,291,519 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of March 31, 2021
as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article 24-6,
Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on April 5,
2021, the number of its treasury shares of 43,743,170 shares as of March 31, 2021.
(Note 2) “Ownership Ratio as of then” means the ratio towards 210,310,530 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of August 31, 2021
as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article 24-6,
Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on September
3, 2021, the number of its treasury shares of 48,724,159 shares as of August 31, 2021.
Thereafter, SBIHDs caused the Bidder to implement a tender offer, with an aim to improve SBI
Shinsei Bank’s performance and to recover and enhance its corporate value, by (i) making SBI
Shinsei Bank a consolidated subsidiary of SBIHD, and thereby to establish and strengthen thebusiness alliance between SBIHD Group and SBI Shinsei Bank Group, (ii) acquiring voting rightsthat could change all or part of the officers of SBI Shinsei Bank and achieve the best compositionof officers, and (iii) that even if the Bidder might not be able to acquire the necessary Shares tomake SBI Shinsei Bank its consolidated subsidiary in above (i) or to change all or part of the-8-officers of SBI Shinsei Bank to achieve the best composition of officers in above (ii), that it has
conducted tender offer for the Shares for the purpose of flexibly maintaining high Ownership
Ratio in the Shares through tender offer to be able to achieve the purposes. In this tender offer(“Previous TOB”), the minimum number of shares to be purchased was not set, the maximum
number of shares to be purchased were set at 58,211,300 shares, and the tender offer period
was set from September 10, 2021, until December 10, 2021. The Previous TOB establishedwhere 56,922,199 shares were tendered by the shareholders of SBI Shinsei Bank, resulting in
SBIHDs holding 99,659,999 shares of the Shares (Ownership ratio: 48.82%, Ownership Ratio
as of then (Note 1): 47.77%), and SBI Shinsei Bank became a consolidated subsidiary of SBIHD.
On February 1, 2022, SBIHD transferred all of its Shares held (42,737,700 shares (Ownership
Ratio: 20.93%, Ownership Ratio as of then (Note 2): 20.67%) to the Bidder by share transfer
and the Bidder has come to hold 99,659,999 shares of the Shares (Ownership Ratio: 48.82%,
Ownership Ratio as of then (Note 2): 48.21%).
On October 11, 2022, the Bidder obtained license as a bank holding company from the Financial
Services Agency pursuant to Article 52-17 of the Banking Act as indicated above, and it acquired
the Shares in the market from October 12, 2022 to October 19, 2022 resulting in its holding
102,159,999 shares of the Shares (Ownership Ratio: 50.04%, Ownership Ratio as of then (Note3): 50.05%), and the Bidder has become a bank holding company effective October 21, 2022 bycompletion of settlement for those acquired Shares on the same day.
(Note 1) “Ownership Ratio as of then” means the ratio towards 208,641,080 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of November 30,
2021 as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article
24-6, Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on
December 3, 2021, the number of its treasury shares of 50,393,609 shares as ofNovember 30, 2021.
(Note 2) “Ownership Ratio as of then” means the ratio towards 206,719,580 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of January 31,
2023 as indicated in its “Report on Acquisition of Treasury Shares (pursuant to Article
24-6, Paragraph 1 of the Financial Instruments and Exchange Act)” filed by it on
February 3, 2022, the number of its treasury shares of 52,315,109 shares as ofJanuary 31, 2023.
(Note 3) “Ownership Ratio as of then” means the ratio towards 204,119,080 shares of SBI
Shinsei Bank, which this number of shares is obtained by deducting from its total
number of issued and outstanding shares of 259,034,689 shares as of September 30,
2022, as indicated in its “Quarterly Report” filed by it on November 21, 2022, thenumber of its treasury shares of 54,915,600 shares as of September 30, 2022.
Thereafter, while cherishing SBI Shinsei Bank Group’s culture and history to date, SBI Shinsei
Bank expressly represented that it has become a member of SBIHD Group by adding “SBI” infront of its name, and changing its tradename from “Shinsei Bank, Limited” to “SBI Shinsei Bank,
Limited” effective January 4, 2023 to adopt the sense of speed and entrepreneur spirit, andadvanced technology of SBIHD Group, and to aim to become a leading banking group thatprovides pioneering and innovative financial services. Also, as SBIHD projects that the market
interest rate will rise due to conversion from zero interest rate policy in the future, SBIHD will
allocate more of its managerial resources to the banking field and non-bank field for the time
being, pursuant to its policy to expand the ratio of business in corporate and personal loans andincidental businesses, and as a part of this policy, it intends to reinforce SBI Shinsei Bank’s retailbusiness.
Under these circumstances, SBIHDs have addressed the following measures to further reinforce
the strategy for the entire group including SBI Shinsei Bank that became their consolidated
subsidiary.
(A) Promote integration between SBIHD Group and SBI Shinsei Bank GroupSBIHD Group has begun to make organizational changes between Both Groups in order topromote their integration. Specifically, and first, Morning Star Japan K.K. (currently SBI Global
Asset Management Co., Ltd.), a subsidiary of SBIHD, acquired all of the shares in Shinsei-9-Investment Management K.K., a subsidiary of SBI Shinsei Bank, effective October 3, 2022,
and after this became its subsidiary, SBI Asset Management Co., Ltd., a subsidiary of SBI
Global Asset Management Co., Ltd., as the surviving company, merged with and acquired
Shinsei Investment Management K.K. effective April 1, 2023. The asset management
products that were formerly provided by SBIHD Group’s asset management company namely
SBI Asset Management Co., Ltd., were mainly publicly offered equity type index funds andprivately offered fixed income type funds which their management were consigned mainly
from regional financial institutions. However, with the addition of asset management products
such as active funds of funds that are mainly managed by Shinsei Investment Management
K.K., SBIHD Group may now offer a broader asset class of asset management products,
which would enable it to further contribute to the best asset management of individual
investors and institutional investors. The merger between SBI Asset Management Co., Ltd.
and Shinsei Investment Management K.K. also made it possible to integrate managerial
resources such as the systems, data, and personnel, reinforce operational efficiency andprofitability, and further reinforce risk management system and compliance system.
Second, after SBI Shinsei Bank and its wholly owned subsidiary Shinsei Securities K.K.
(“Shinsei Securities”) became members of SBIHD Group in December 2021, SBI Shinsei
Bank and Shinsei Securities began to review how each group could complement the other inthe securities business, identified overlapping operations, and began to explore thepossibilities of organizational changes including coordination between Shinsei Securities and
SBI Securities, a subsidiary of SBIHD. As a result, the basic agreement was executed on
November 2, 2022, among the three companies concerning the reorganization of Shinsei
Securities. Thereafter, an absorption-type company split agreement was executed on
February 1, 2023, between SBI Securities and Shinsei Securities where it was agreed for SBI
Securities to succeed to part of the rights and obligations of Shinsei Securities. Through thisabsorption-type company split, with June 1, 2023, as the effective date, among the rights andobligations of Shinsei Securities, the accounts mediated by regional banks and Shinsei
Securities’ proper accounts are scheduled to be succeeded by SBI Securities. Furthermore,among the operations of Shinsei Securities, the fixed income repackaged loan business,derivative-embedded loan business, derivatives business, and securitization arrangementbusiness were transferred to SBI Shinsei Bank pursuant to the business transfer agreement
executed on December 27, 2022, and statutory books preservation operations are scheduled
to be transferred to SBI Shinsei Bank by the end of July 2023. The securities businesses ofBoth Groups are thus in process of being integrated through these absorption-type company
split and business transfer.
SBIHD Group and SBI Shinsei Bank Group have also been implementing various measures
to promote efficiency of back office. Specifically, they reduced costs by jointly purchasing
license for IT systems that are being used at Both Groups. Furthermore, SBIHD has invested
in Shinsei Business Service K.K., formerly SBI Shinsei Bank’s wholly-owned subsidiary, andconverted this into a JV with an aim to integrate the general administration functions of thetwo groups, to reduce costs by making bulk purchase of consumables, and to save labourand enhance productivity of general administration-related operations. Also, SBI Shinsei
Human Resources K.K. was newly incorporated as a JV in March 2023 to enhance efficiency
in recruiting and training by the human resources division.
Furthermore, SBIHD Group and SBI Shinsei Bank Group are promoting mutual interaction of
its personnel in each field of operations to promote integration as a group. Specifically, as oftoday, 27 persons of SBIHD Group are seconded to five companies of SBI Shinsei Bank
Group, and 34 persons of SBI Shinsei Bank Group are seconded to eight companies of
SBIHD Group, respectively (These number of persons do not include seconded doublehatting personnel.). Furthermore, 301 persons of SBIHD Group participated in SBI Shinsei
Bank’s training programs, and 58 persons of SBI Shinsei Bank participated in training
programs of SBIHD Group.
(B) Focused pursuit of business synergy between SBIHD Group and SBI Shinsei Bank Gruop
SBI Shinsei Bank, SBI Securities, and SBI MONEYPLAZA Co., Ltd. (“SBI MONEYPLAZA”)
announced on their comprehensive business alliance in the retail field in three businesses offinancial products mediation business, banking agency service business, and joint sales
office operation of Both Groups on July 29, 2022. From August 9, 2022, SBI Shinsei Bank
- 10 -

commenced SBI Securities’ “financial products mediation business” and SBI Securities
commenced SBI Shinsei Bank’s “banking agency service business.” From September 9,2022, the “credit card periodical investment” service to invest in investment trusts by using
designated credit cards issued by APLUS Co., Ltd. (“APLUS”), a subsidiary of SBI Shinsei
Bank, was commenced. From October 20, 2022, “SBI Wrap X SBI Shinsei Bank,” adiscretionary investment management service by using AI provided through face-to-facechannel, which service combines “real” and “digital” consulting capability developed by SBI
Shinsei Bank and SBIHD Group’s advanced asset management know-how, was commenced.
Furthermore, in order to expand the business foundation of SBI MONEYPLAZA by using SBI
Shinsei Bank’s face-to-face channel, and to expand SBI Shinsei Bank’s profitability, SBI
Shinsei Bank and SBI MONEYPLAZA commenced joint operation of sales offices at
Ikebukuro from August 18, 2022, at Umeda from November 1, 2022, and at Ginza fromFebruary 1, 2023. Furthermore, “SBI Home Mortgage Ginza,” which is the first sales office atwhere SBI MONEYPLAZA handles home mortgage of SBI Shinsei Bank pursuant to thebanking agency service agreement, was jointly established at the jointly operated sales officein Ginza.
(C) Efforts to reinforce the “Triangle Strategy” promoted through the trinity of SBIHD Group, SBI
Shinsei Bank Group, and regional financial institutions
In December 2021, as a result of SBI Shinsei Bank Group becoming a member of SBIHD
Group, it became possible for the regional revitalization efforts that have been made by
SBIHD Group to move on to the next stage of growth. Specifically, SBIHD Group’s networkwith regional financial institutions were to be effectively utilized with an aim to seriously
promote the “Triangle Strategy,” by the trinity of SBIHD Group, SBI Shinsei Bank Group, andregional financial institutions.
The “Triangle Strategy” is a strategy for regional financial institutions to unearth the business
opportunities by utilizing its brand in its region. SBIHD Group and SBI Shinsei Bank Groupwill mutually coordinate in such business opportunities by SBIHD Group providing advanced
technology and knowhow that it and its investee companies hold and SBIHD Group’s wide
network, and by SBI Shinsei Bank Group providing bank and non-bank functions to theregional financial institutions, respectively. In the measures assumed to date, in corporate
operations, structured finance products created by SBI Shinsei Bank were introduced toregional financial institutions, the lease projects of Showa Leasing Co., Ltd. (“Showa
Leasing”), SBI Shinsei Bank’s subsidiary, were introduced to the leasing subsidiaries ofregional financial institutions, and in the retail field, the neobanking platform “BANKIT®” of
APLUS and banking app of SBIHDs were provided to regional financial institutions. Such useof the strengths and functions of each group has been contributing to regional revitalization
as described above.
(D) Reinforcing the non-bank areas through various measures such as M&A
SBI Non Bank Holdings K.K., a wholly-owned subsidiary of SBIHD, in an aim to make ARUHI
Corporation, which boasts the largest share in Japan for the home mortgage product, “flat 35”(Note 1), its consolidated subsidiary, conducted tender offer for the shares of ARUHI
Corporation for the tender offer period from September 15, 2022 to November 11, 2022. Thistender officer established, SBI Non Bank Holdings K.K. acquired 51.00% of the share of
ARUHI Corporation by completing settlement on November 18, 2022, and ARUHI
Corporation became a consolidated subsidiary of SBIHD on the same date. As a note, SBI
Non Bank Holdings K.K. acquired additional shares of ARUHI Corporation thereafter until
November 21, 2022 and increased its ownership ratio therein to 53.2% as of the date of thispress release. As a result of SBI Shinsei Bank and ARUHI Corporation becoming
consolidated subsidiaries of SBIHD, the balance of home mortgages for SBIHD Group,
including SBI Shinsei Group, reached 10.4 trillion yen as of March 31, 2022 (Note 2) which
is a level comparable to major banks. Also, by ARUHI Corporation becoming a consolidated
subsidiary of SBIHD, it is assumed that it would become possible for SBI Shinsei Bank Groupand SBI MONEYPLAZA to provide “flat 35” and other home mortgages developed together
with ARUHI Corporation, and for ARUHI Corporation to provide products to customers whoseek variable interest rates by providing bank agency services for variable interest rate homemortgages handled by SBI Shinsei Bank and home mortgage products with guarantees ofexternal guarantee companies.
- 11 -

(Note 1) The number of “flat 35,” including rollovers, granted by financial institutions
handling this, based on statistics for fiscal 2010 to 2021 (As of March 31, 2022.
Reference: “ARUHI Corporation achieved No. 1 for 12 consecutive years in
granting ‘flat 35’” publicized on May 10, 2022)(Note 2) The total of the balance of home mortgages for SBI Sumishin Net Bank, Ltd. and
SBI Shinsei Bank, and the balance of home mortgage servicing claims of ARUHI
Corporation, as of March 31, 2022.
As stated below, SBIHDs have pursued synergies across SBIHD Group including SBI Shinsei
Bank Group, through various measures since making SBI Shinsei Bank a consolidated
subsidiary. However, while SBI Shinsei Bank being a listed company has the advantage that
it is able to raise funds independently from the capital market, in implementing the various
initiatives and measures described above, the mutual utilization of each management
resource requires careful consideration of its usefulness and objective fairness as atransaction in the interests of the minority shareholders of SBI Shinsei Bank. In addition, there
is a possibility that SBI Shinsei Bank may need to make upfront investments that require time
to maximize its profits and promptly implement initiatives that may result in a temporary
increase in costs, such as incurring reasonable costs for SBI Shinsei Bank in the short term.
Although these are necessary from the perspective of the medium- to long-term growth of
SBIHD Group as a whole, and will contribute to the enhancement of the corporate value of
SBI Shinsei Bank, their significance may not be easily understood by the minority
shareholders of SBI Shinsei Bank in the short term. Also, with respect to measures related tocollaboration with SBIHD Group, such as SBI Securities, new profit opportunities, such as
the acquisition of new customers by utilizing SBIHD Group's customer base and thedevelopment of new projects through the provision of advisory and financing jointly with
SBIHD Group companies, will lead to the growth of SBI Shinsei Bank Group, which in turnwill lead to the growth of SBIHD Group as a whole, including SBI Shinsei Bank Group.
However, some of the increase in the profits of SBI Shinsei Bank Group will be enjoyed by
the minority shareholders of SBI Shinsei Bank. Therefore, SBIHDs may not be able toimplement the measures because it would be difficult to explain them to the shareholders of
SBIHD unless it can be said that the former exceeds the latter by comparing the profits to begained by SBIHD Group through the increase in profits of SBI Shinsei Bank Group as a resultof the measures and the profits to be gained directly by SBIHD Group companies if themeasures are not taken. In addition, in the event that SBI Shinsei Bank Group conducts atransaction with SBIHD Group, from the viewpoint of protecting the interest of minority
shareholders, the “Parent Company Transaction Screening Committee” consisting of
independent outside directors of SBI Shinsei Bank will conduct pre-screening and posttransaction/action monitoring, and internal directors or employees of SBIHD Group, as well
as officers who are closely related to SBIHD Group, such as those who have suchbackgrounds, will not participate in the resolution regarding the transaction, which make it
impossible to make a prompt decision on the transaction with SBIHD Group. Furthermore,even if the measures will lead to the medium- to long-term growth of SBIHD Group as a whole,including SBI Shinsei Bank Group, and ultimately contribute to the improvement of SBI
Shinsei Bank’s corporate value, it is difficult to implement such measures if the short-term
growth of SBI Shinsei Bank is not certain and their significance is not easily understood by
the minority shareholders of SBI Shinsei Bank. SBIHDs believe that if SBI Shinsei Bank
remains listed, it will be difficult to implement promptly and flexibly the measures necessary
from the viewpoint of the medium- to long-term growth of SBI Shinsei Bank.
Therefore, in order to further strengthen the overall strategy of the group and to promptly andflexibly implement the above-mentioned initiatives and measures, it is necessary for SBIHDs
to further strengthen the cooperation between SBI Shinsei Group and SBIHD Group
companies by taking SBI Shinsei Bank private, to optimize the allocation of management
resources across the group, and to combine strategically and utilize the resources and assetsof each company across the group. In doing so, SBIHDs believe that actively conducting
transactions with SBIHD Group which could lead to the medium- to long-term growth of
SBIHD Group as a whole, including SBI Shinsei Bank Group, such as financing, provision ofservices and co-financing to investment targets of SBIHDs, and appointment as joint financial
advisors for M&A transactions by Both Groups, which have tended to be decided
conservatively from the perspective of protecting the interest of minority shareholders of SBI
Shinsei Bank, while ensuring that decision-making on cross-group initiatives is prompt and- 12 -

flexible and that SBI Shinsei Bank is prevented from becoming an institutional bank, in orderto ensure the sustainable growth of SBIHD Group, including our Group, is the best option forthe sustainable enhancement of the corporate value of SBIHD Group, including SBI Shinsei
Bank Group. Although DICJ and RCC will remain as minority shareholders of SBI Shinsei
Bank after SBI Shinsei Bank goes private as a result of the Transactions, compared to thecurrent situation where there are numerous minority shareholders (the total number ofshareholders of SBI Shinsei Bank is 17,878 as of March 31, 2023) with various interests that
may change from time to time, after going private, the only minority shareholders whose
interests should be considered are DICJ and RCC, which should be expected to grow overthe medium- to long-term in order to repay public funds. Therefore, SBIHDs believe that they
will be able to proactively implement measures related to collaboration between SBI Shinsei
Bank Group and SBIHD Group companies, including transactions with SBIHD Group, whichwere not easy to implement in the past due to the various interests of the numerous minority
shareholders of SBI Shinsei Bank.
If SBIHDs take SBI Shinsei Bank private, although Both Groups have had a full businessalliance in the retail sector in the three businesses of financial instruments intermediary, bankagency, and cooperative store management, for example, SBDHDs will consider further
measures such as further strengthening this business alliance after going private, expanding
sales of unsecured loans of SBI Shinsei Bank by utilizing the network of regional financial
institutions, realizing a “Super App” that provides one-stop access to financial services
including banking functions and non-financial services available in each region throughcollaboration with regional financial institutions, acquiring new customers for unsecured loans
through collaboration with SBI Securities, and introducing member stores in the installment
sales business through affiliates of SBIHD Group.
In addition to the retail sector, SBIHDs believe that they will be able to execute flexibly andpromptly business alliance in various transactions in the corporate sector as well. Morespecifically, by providing loans and other tailor-made financing, which is one of SBI Shinsei
Bank’s strengths, to investment targets of SBI Investment which is a venture capital of SBIHD
Group (“SBI Investment”) and companies introduced by regional financial institutions in atimely and flexible manner, SBIHDs will be able to meet a wide range of financial needs oftheir investment targets in a timely manner, and will be able to provide not only financing but
also introductions of specialized technology and human resources to these companies byutilizing SBIHD’s network and other resources, which is expected to lead to further growth ofinvestment targets and improvement of SBI Investment’s investment performance. In addition,it has been difficult to actively promote joint investments and capital alliances in companies
other than SBIHD Group and SBI Shinsei Bank Group from the perspective of protecting
minority shareholders of Both Groups, but after SBI Shinsei Bank goes private, it will bepossible to promote joint investments and capital alliances, and on that basis, SBIHDs believethat providing products and services that are strong for both groups will lead to the growth ofinvestment targets and capital alliance partners, which will lead to the expansion of BothGroup’s earnings. Furthermore, the cooperation of M&A advisory teams of Both Groups is
expected to increase opportunities for matching of needs of sellers and buyers and to expand
profit-earning opportunities, such as the provision of M&A financing by SBI Shinsei Bank
Group in M&A transactions of Both Groups. In addition, in order to meet the various needs of
its customers regarding real estate, by combining various financial products owned by SBIHD
Group, including providing a comprehensive range of real estate-related financial products,
such as real estate leases and small trust beneficiary interests in real estate, to the customersof SBIHD Group and Showa Lease, SBIHD Group will accelerate its focus on real estate,
healthcare, environment and energy, which Showa Lease positions as growth areas, andaims to further expand its business. By further promoting collaboration in corporate business,
which requires comprehensive capabilities as a group, such as introducing trustee projects
from SBIHD Group, further expanding opportunities to provide financial products related toloans, leases and real estate by utilizing the aforementioned network of regional financial
institutions, introducing investment projects from SBIHD Group overseas, and jointly
executing investments utilizing the knowledge of SBIHD Group for projects discovered by SBI
Shinsei Bank Group.
From the viewpoint of business management, for example, SBI Shinsei Bank has adopted
the structure of “Group Headquarters”, which is a virtual headquarters, since April 2017 in- 13 -

order to strengthen group governance and to integrate and unify the indirect functions heldby SBI Shinsei Bank Group companies, but since the Bidder became a bank holding company,
the Group Headquarters and the bank holding company have each had similar management
functions, resulting in duplicate consumption of management resources, but SBIHDs believethat taking SBI Shinsei Bank private will enable SBIHD Group and SBI Shinsei Bank Groupto quickly organize overlapping functions and divisions and integrate management functions,
thereby optimizing the allocation of management resources. In addition, cross-group
reorganizations with SBIHD Group companies have been conducted for relatively small
companies in SBI Shinsei Bank Group. However, with regard to the reorganization of acompany that would have more management freedom by establishing a direct capital
relationship with SBIHD Group or a company that would have better off by establishing a
direct capital relationship with SBI Shinsei Bank, for example, even if it would lead to growthfrom a long-term perspective for both group, reorganizations with SBIHD Group companies
have been suspended if there would be significant costs in the short term from the perspectiveof protecting minority shareholders of SBI Shinsei Bank. After SBI Shinsei Bank goes private,
it will be possible to reorganize across the group with SBIHD Group companies, including
relatively large SBI Shinsei Bank group companies, which will further optimize the allocationof management resources between the two groups.
In addition, SBIHDs recognize that one of the most important issues for SBI Shinsei Bank
Group is to repay the remaining amount of public funds of 349,374,894,942 yen, and believethat it is their social responsibility to pave the way for the early repayment of the public funds
after taking SBI Shinsei Bank private. After SBI Shinsei Bank goes private, it will be easier toinvest in the growth of SBI Shinsei Bank from a medium- to long-term perspective, rather thanfocusing solely on maximizing short-term profits of SBI Shinsei Bank, while continuing to pay
attention to the enhancement of capital adequacy. SBIHDs believe that by focusing on
improving its profitability, which is the source of repayment funds and corporate value,
through the promotion of the synergy measures described above, it will also contribute to therepayment of public funds. In addition, by agreeing on a specific repayment plan for publicfunds with DICJ and RCC and paving the way for the repayment of the public funds, it will bepossible to further increase the flexibility of SBI Shinsei Bank Group's business operations,
including the flexibility of its capital policy, which is expected to further enhance SBI Shinsei
Bank Group's corporate value over the medium to long term. In this regard, SBIHD will
execute the Four Party Agreement with DICJ, RCC and SBI Shinsei Bank, as described in“4. Matters Concerning Material Agreements on the TOB” below, and will propose a specificmechanism for the repayment of public funds (including an assumed schedule for repayment)
to DICJ and RCC by the end of March 2025 after the effectuation of the Share Consolidation.
The parties will agree on the specific mechanism for the repayment of public funds by theend of June of the same year, after consulting with DICJ and RCC in good faith.
In addition, one of the advantages of going private is that SBI Shinsei Bank will be able toreduce various costs associated with the listing, such as annual listing fees and audit fees
related to audit under the Financial Instruments and Exchange Act, by ceasing to be a listedcompany. In addition, TSE Standard Market, where SBI Shinsei Bank is listed, has a listing
maintenance standard of 25% or more of tradable shares, and given that SBIHD, DICJ and
RCC, together own the Shares with the ownership ratio of 73.02%, there is a risk that SBI
Shinsei Bank will have difficulty maintaining its listing in the future if SBI Shinsei Bank violates
such standard. Therefore, SBIHDs believe that it is in the interest of SBI Shinsei Bank’sminority shareholders to provide them with an opportunity to sell their shares by taking SBI
Shinsei Bank private through a series of procedures including the TOB, thereby avoiding theburden of the risk that would arise from the delisting of the shares of SBI Shinsei Bank.
Based on these circumstances, SBIHDs have determined in late October 2022 that it would
be best for SBI Shinsei Bank to go private through the Transactions, with the Bidder, DICJ
and RCC as the only remaining shareholders of SBI Shinsei Bank. Then, starting in late
October of the same year, SBIHDs, Citigroup Inc. ("CGMJ"), a financial advisor independentof DICJ, RCC and SBI Shinsei Bank, and Nishimura & Asahi, a legal advisor independent of
DICJ, RCC and SBI Shinsei Bank, began a full-scale consideration of taking SBI Shinsei
Bank private. Specifically, in light of the fact that the Bidder is the controlling shareholder(parent company) of SBI Shinsei Bank, and SBIHD, the parent company of the Bidder, is also
the parent company of SBI Shinsei Bank, SBIHDs examined, respectively, the policy for- 14 -

establishing a review system to ensure the fairness of the Transactions, a series oftransaction schemes contemplated to take SBI Shinsei Bank private with the Bidder, DICJ
and RCC as the only remaining shareholders through the Transactions, the proposed timeschedule of the TOB, and the policy for due diligence on SBI Shinsei Bank. Subsequently,
on February 8, 2023, SBIHDs contacted SBI Shinsei Bank and submitted an initial proposal
in respect of the Transactions proposing that the Bidder conducts the TOB for Shares withcash consideration without setting a maximum and minimum number of shares to bepurchased, with the aim of taking SBI Shinsei Bank private with the Bidder, DICJ and RCC
as the only remaining shareholders and if it becomes unable to acquire all of SBI Shinsei
Bank’s shares held by shareholders other than DICJ and RCC through the TOB, it would
implement the Squeeze-Out Procedures which are intended to limit the shareholders of SBI
Shinsei Bank only to the Bidder, DICJ and RCC (“Initial Proposal”), and received in early
March a response from SBI Shinsei Bank stating that it would consider the proposal after
establishing the necessary structure for consideration. Subsequently, SBIHDs conducted due
diligence on SBI Shinsei Bank from late March of the same year, and in parallel, SBIHDs and
SBI Shinsei Bank have had a number of discussions regarding the terms and conditions of
the Transactions since mid-March 2023, including responding on April 10, 2023 to questions
received on April 4, 2023 form the Special Committee of SBI Shinsei Bank (defined below)
regarding the Transactions.
Specifically, on April 14, 2023, SBIHDs submitted to SBI Shinsei Bank a proposal stating,among other things, that (i) they maintain the scheme of the Transactions as set forth in theInitial Proposal, (ii) SBIHDs recognize that the repayment of public funds is one of theimportant issues for SBI Shinsei Bank Group and believe that it is their social responsibility
to pave the way for the early repayment of public funds after taking SBI Shinsei Bank private,
and that they will contribute to the repayment of public funds by focusing on improving the
profitability of SBI Shinsei Bank, which is the source of repayment funds and corporate value,
through the promotion of synergy measures after SBI Shinsei Bank goes private, and (iii) thepurchase price per share of SBI Shinsei Bank in the TOB (“Tender Offer Price”) is set at 2,600
yen (the price calculated by adding premiums of 9.43%, 12.80%, 9.80% and 13.04%(rounded to two decimal places; hereinafter the same in the calculation of the premium rate)
to the closing price of the Shares (2,376 yen) on TSE Standard Market on April 13, 2023,
which is the business day immediately preceding April 14, 2023, and the simple averageclosing share price for the past one month (2,305 yen) (rounded to the nearest whole number;the same shall apply to the calculation of the simple average closing price hereinafter), thesimple average closing price for the past three months (2,368 yen) and the simple averageclosing price for the past six months (2,300 yen) based on the same date, respectively. This
price is calculated by adding a premium of 34.02%, 34.30%, 32.25%, 27.02% to the closing
price of the Shares (1,940 yen) on TSE Standard Market on September 29, 2022, which isthe business day immediately preceding the date of media report regarding the Bidder’sapplication for bank holding company approval (the “Approval Report Date”), and the simple
average closing price for the past one month (1,936 yen), the simple average closing pricefor the past three months (1,966 yen) and the simple average closing price for the past six
months (2,047 yen) based on the same date, respectively. This price is also calculated byadding a premium of 78.94%, 83.62%, 78.08% and 63.42% to the closing price (1,453 yen)on the business day immediately preceding the date of announcement of the Previous TOB
by the Bidder for the Shares (September 8, 2021), and the simple average closing price forthe past one month (1,416 yen), the simple average closing price for the past three months(1,460 yen) and the simple average closing price for the past six months (1,591 yen) basedon the same date, respectively.) per share, based on the results of due diligence andconsideration of the transaction terms as of that date. In response, on April 17, 2023, SBIHDs
received a response from SBI Shinsei Bank and the special committee (“Special Committee”),
which consist of outside directors and an outside auditor of SBI Shinsei Bank, and an outside
expert, stating that (i) it has no objection to the general framework of the structure of theTransactions, (ii) it recognizes that the repayment of public funds is one of the important
issues and requires careful considerations, and (iii) the Tender Offer Price of 2,600 yen per
share is required to be reconsidered because it is insufficient in light of SBI Shinsei Bank’s
intrinsic value and does not serve the interests of minority shareholders.
In response to this request, SBIHDs submitted a written response to SBI Shinsei Bank andthe Special Committee on April 21, 2023, stating, among other things, that it does not intend- 15 -

to reconsider the Tender Offer Price of 2,600 yen per share. In response to this, on April 25,
2023, SBIHDs received a request from SBI Shinsei Bank and the Special Committee toreconsider the Tender Offer Price, stating that their view that the Tender Offer Price of 2,600
yen per share is insufficient remains unchanged, and that SBI Shinsei Bank and the Special
Committee consider that such price is an undervalued level that does not fulfill theaccountability to minority shareholders in light of the assumed intrinsic value of the Shares,
and that SBI Shinsei Bank’s stock value of over 3,400 yen per share can be fully justified
based on the assumed intrinsic value of SBI Shinsei Bank from a medium to long-term andsustainable perspective, taking into consideration the business plan disclosed by SBI Shinsei
Bank to SBIHDs. In response to this request, on April 27, 2023, SBIHDs submitted to SBI
Shinsei Bank and the Special Committee a written answer stating (among other things) that
the Tender Offer Price shall be 2,700 yen per share (the Tender Offer Price represents apremium of 11.99%, 13.88%, 13.11%, and 16.53% to the closing price of the Shares on TSEStandard Market on April 26, 2023, which is the business day immediately preceding April
27, 2023 (2,411 yen), as well as the simple average closing price for the past one monthending on April 26, 2023 (2,371 yen), the simple average closing price for the past threemonths ending on April 26, 2023 (2,387 yen), and the simple average closing price for the
past six months ending on April 26, 2023 (2,317 yen), respectively; a premium of 39.18%,
39.46%, 37.33%, and 31.90% to the closing price of the Shares on TSE Standard Market on
September 29, 2022, which is the business day immediately preceding the Approval Report
Date (1,940 yen), as well as the simple average closing price for the past one month endingon September 29, 2022 (1,936 yen), the simple average closing price for the past threemonths ending on September 29, 2022 (1,966 yen), and the simple average closing price forthe previous six months ending on September 29, 2022 (2,047 yen), respectively; and a
premium of 85.82%, 90.68%, 84.93%, and 69.70% to the closing price of the Shares on TSEStandard Market on September 8, 2021, which is the business day immediately preceding
the announcement of the Previous TOB of the Shares by the Bidder (1,453 yen), as well as
the simple average closing price for the past one month ending on September 8, 2021 (1,416yen), the simple average closing price for the past three months ending on September 8,2021 (1,460 yen), and the simple average closing price for the past six months ending on
September 8, 2021 (1,591 yen), respectively). In response, on April 29, 2023, SBIHDs
received a written answer from SBI Shinsei Bank and the Special Committee requesting that
SBIHDs reconsider the Tender Offer Price. That written answer stated (among other things)
that (i) the Tender Offer Price of 2,700 yen per share is still far from the level of the stock
value in light of the SBI Shinsei Bank’s intrinsic value assumed by SBI Shinsei Bank and theSpecial Committee, and is unacceptable to the Special Committee, which is expected tomake reasonable efforts to give full consideration to the interests of the minority shareholders
and aim for transaction terms as favorable as possible for minority shareholders; (ii) SBI
Shinsei Bank and the Special Committee believe that setting a minimum number of shares
to be purchased could be highly important depending on the level of the final proposal of theTender Offer Price, and if a substantial increase in the proposed Tender Offer Price fromSBIHDs cannot be expected in the future, it is essential to set a minimum number of shares
to be purchased (including the “majority of minority” factor) in order to make the completionof the Tender Offer conditional on a reasonable number of the minority shareholders
tendering in the TOB.
In response to this request, after SBIHDs received a briefing regarding SBI Shinsei Bank’sbusiness plan from SBI Shinsei Bank’s management on May 2, 2023, SBIHDs submitted awritten answer to SBI Shinsei Bank and the Special Committee on May 8, 2023, stating(among other things) that (i) the Tender Offer Price shall be 2,800 yen per share (the Tender
Offer Price represents a premium of 14.33%, 16.57%, 17.11%, and 20.48% to the closing
price of the Shares on TSE Standard Market on May 2, 2023, which is the business day
immediately preceding May 8, 2023 (2,449 yen), as well as the simple average closing pricefor the past one month ending on May 2, 2023 (2,402 yen), the simple average closing pricefor the past three months ending on May 2, 2023 (2,391 yen), and the simple average closing
price for the past six months ending on May 2, 2023 (2,324 yen), respectively; a premium of
44.33%, 44.63%, 42.42%, and 36.79% to the closing price of the Shares on TSE Standard
Market on September 29, 2022, which is the business day immediately preceding theApproval Report Date (1,940 yen), as well as the simple average closing price for the past
one month ending on September 29, 2022 (1,936 yen), the simple average closing price forthe past three months ending on September 29, 2022 (1,966 yen), and the simple average- 16 -

closing price for the previous six months ending on September 29, 2022 (2,047 yen),respectively; and a premium of 92.70%, 97.74%, 91.78%, and 75.99% to the closing price of
the Shares on TSE Standard Market on September 8, 2021, which is the business day
immediately preceding the announcement of the Previous TOB of the Shares by the Bidder(1,453 yen), as well as the simple average closing price for the past one month ending on
September 8, 2021 (1,416 yen), the simple average closing price for the past three months
ending on September 8, 2021 (1,460 yen), and the simple average closing price for the past
six months ending on September 8, 2021 (1,591 yen), respectively), and that (ii) sinceprivatizing SBI Shinsei Bank through the Transactions contributes not only to sustainableimprovement of corporate value of SBIHD Group (including SBI Shinsei Bank Group) but also
to the benefit of minority shareholders who will be granted an opportunity to sell at fair price,
SBIHDs do not intend to set the minimum number of shares to be purchased in the TOB
because SBIHDs continue to believe that privatizing SBI Shinsei Bank without fail contributes
to the benefit of the minority shareholders of SBI Shinsei Bank.
In response, on May 9, 2023, SBIHDs received a written answer from SBI Shinsei Bank andthe Special Committee requesting that SBIHDs reconsider the Tender Offer Price. That
written answer stated (among other things) that (i) it is still difficult to conclude that the Tender
Offer Price of lower than 3,000 yen per share is set giving consideration to the interests ofthe minority shareholders; (ii) SBI Shinsei Bank and the Special Committee believe that if theTender Offer Price remains at the level proposed by SBIHD (under 3,000 yen per share), a
minimum number of shares to be purchased should be set so that it can be proven that theminority shareholders support the conditions of the Transactions; SBI Shinsei Bank and theSpecial Committee suggest that the Tender Offer Price be set at 3,000 yen or more, or if theTender Offer Price is set at 2,800 yen as requested by SBIHDs or a price under 3,000 yen,they believe that it would be difficult to recommend that the shareholders of SBI Shinsei Bank
tender their shares unless a minimum number of shares to be purchased are set, and basedon the concept of majority of minority as the level of specific minimum number of shares tobe purchased, they request that a minimum number of shares to be purchased be set taking
into account the assumed ownership ratio of passive index funds whose policy is not to tendershares to TOB in principle regardless of the price of tender offer price.
In response to this request, on May 10, 2023, SBIHDs submitted a written answer stating(among other things) that (i) since the Tender Offer Price of 2,800 yen per share is the best
and final price that SBIHDs can offer giving the best consideration to the interests of theminority shareholders of SBI Shinsei Bank, and SBIHDs believe that such price sufficiently
contributes to the interests of the minority shareholders of SBI Shinsei Bank, SBIHDs intend
to maintain such proposed Tender Offer Price (the Tender Offer Price of 2,800 yen per share),and that (ii) with respect to the minimum number of shares to be purchased, since privatizing
SBI Shinsei Bank through the Transactions contributes not only to sustainable improvementof corporate value of SBIHD Group (including SBI Shinsei Bank Group) but also to the benefitof minority shareholders who will be granted an opportunity to sell at fair price, SBIHDs does
not intend to set the minimum number of shares to be purchased in the TOB because SBIHDs
continue to believe that privatizing SBI Shinsei Bank without fail contributes to the benefit of
the minority shareholders of SBI Shinsei Bank.
In response, on May 11, 2023, SBIHDs received a request from SBI Shinsei Bank and theSpecial Committee that SBIHDs reconsider setting the minimum number of shares to bepurchased.
In response to such request, on May 11, 2023, SBIHDs submitted a written answer to SBI
Shinsei Bank and the Special Committee stating that since SBIHDs still believe that setting
the minimum number of shares to be purchased is not desirable from the perspective ofprotecting the interests of the minority shareholders of SBI Shinsei Bank, SBIHDs do notintend to set the minimum number of shares to be purchased in the TOB. In response to this,on May 11, 2023, SBIHDs received an answer from SBI Shinsei Bank and the Special
Committee that they accept SBIHDs’ proposal to set the Tender Offer Price at 2,800 yen per
share and not to set the minimum number of shares to be purchased in the TOB.
As a result, SBIHDs and SBI Shinsei Bank reached an agreement to set the Tender Offer
Price at 2,800 yen per share and not to set the minimum number of shares to be purchasedin the TOB.
- 17 -

With respect to repayment of public funds, SBIHDs received an inquiry from SBI Shinsei Bankand the Special Committee about the expected repayment period. SBIHDs (i) answered thatthey cannot specify the expected period necessary to repay public funds because under the
Four Party Agreement, SBIHD and SBI Shinsei Bank shall give DICJ and RCC a proposal of
specific structures regarding the repayment of public funds by the end of March 2025 andagree on such specific structures by the end of June 2025, and (ii) explained to SBI Shinsei
Bank and the Special Committee that SBIHDs currently intend to repay public funds to DICJ
and RCC by SBI Shinsei Bank’s making dividends in accordance with their shareholding ratio,
and believe that, based on certain assumptions at certain level, it may take a reasonable
period until the amount of SBI Shinsei Bank’s dividend to DICJ and RCC in each term
cumulatively reaches the remaining amount of public funds.
Based on the above discussions and negotiations with SBI Shinsei Bank, SBIHDs resolved
at the meeting of SBIHD’s board of directors held today and by the resolution of the meetingof the Bidder’s board of directors dated today, to implement the TOB setting the Tender Offer
Price at 2,800 yen per share and for the purpose of privatizing SBI Shinsei Bank and making
the Bidder, DICJ and RCC the only remaining shareholders of SBI Shinsei Bank.
In response to this, after receiving the Initial Proposal on February 8, 2023, SBI Shinsei Bank
decided to deliberate if it will start considering such proposal at its meetings of the board of
directors.
It was also decided to prepare for establishing a framework for consideration so that SBI
Shinsei Bank may promptly proceed with the process once the board of directors resolves tostart the consideration of such proposal. In other words, SBI Shinsei Bank started preparing
for establishing a framework to consider, negotiate, and make decisions on the Transactionsin terms of enhancing the corporate value of SBI Shinsei Bank and ensuring its minority
shareholders’ interest, from an independent position from the Bidder, DICJ and RCC, basedon advice from Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”), with whom
SBI Shinsei Bank has had a business relationship for some time and Anderson Mori &Tomotsune (“AMT”), with whom also SBI Shinsei Bank has had a business relationship forsome time to ensure the fairness of the Transactions, given that the Bidder is a controllingshareholder (the parent company) of SBI Shinsei Bank and that SBIHD, the parent companyof the Bidder, is also the parent company of SBI Shinsei Bank. Specifically, after the receiptof the Initial Proposal on February 8, 2023, SBI Shinsei Bank established a project team todeal with the consideration of the Transactions (including the preparation of a business planthat serves as the basis for calculating the value of the SBI Shinsei Bank’s shares) anddiscussions and negotiations with the Bidder. The project team consists of six members, who
are officers and employees of SBI Shinsei Bank, who shall not be concurrently serving as, or
have ever been in a position of, officer or employee of any of the companies of SBIHD Group,
except for one person, and this policy is still in place. The one person of the project team (anexecutive officer of SBI Shinsei Bank) was concurrently serving as an outside director (unpaid
for any and all such positions) of companies that belong to SBIHD Group from August 31,
2020 to April 3, 2023 along with the joint establishment of Regional Revitalization Partners
Co., Ltd. with other member companies that agree with the purpose of the regional
development initiatives advocated by SBIHD and share a common desire to realize regional
development. Given that the executive officer has been working for SBI Shinsei Bank formore than 20 years and that he is responsible for the management and planning of SBI
Shinsei Bank as Executive Officer, General Manager of Group Strategy Planning Division, incharge of Group Corporate Planning, he is added to the project team as it is believed that his
involvement in the consideration of the Transactions (including the preparation of a businessplan that serves as the basis for calculating the value of SBI Shinsei Bank’s shares) as well
as discussions and negotiations with the Bidder is essential. Including such treatment, aconfirmation has been obtained from the Special Committee that there is no problem in termsof the independency in the framework to consider the Transactions established in SBI Shinsei
Bank, and it has also consulted with the Special Committee for the manner of involvement ofsuch executive officer and obtained a confirmation from the committee.
Furthermore, after February 8, 2023, SBI Shinsei Bank decided to advance preparation for
the establishment of the Special Committee, which consists of outside directors and outside- 18 -

auditors of SBI Shinsei Bank, and outside experts.
Also, at the resolution of the board of directors dated March 9, 2023, SBI Shinsei Bank
decided to establish the Special Committee and officially consider the Initial Proposal (for the
background of the establishment of the Special Committee, please see “(A) Suggestion by
the Bidder and background of establishment of systems for reviewing” in “(iv) Decisionmaking process and reasons for SBI Shinsei Bank’s support of the TOB” below).
After that, SBI Shinsei Bank has responded to due diligence by SBIHD. Furthermore, on
March 17, 2023, the Bidder and SBI Shinsei Bank started to have specific discussions andnegotiations for the Transactions. Specifically, the Special Committee sent questions
regarding the Transaction to SBIHDs on April 4, 2023, which were answered on April 10,
2023, and since mid-March 2023, SBIHDs and SBI Shinsei Bank have held several roundsof discussions regarding the terms of the Transaction. As a result, SBI Shinsei Bank and
SBIHDs reached an agreement to set the Tender Offer Price at 2,800 yen per share in the
TOB. For details, please see “(ii) Background of review and negotiation” in “(iv) Decisionmaking process and reasons for SBI Shinsei Bank’s support of the TOB” below.
(iii) Post-TOB Management Policy
As stated in “(ii) Background, purpose and decision-making process of the Bidder's decision to
implement the TOB” above, SBIHDs intend to conduct the management of SBIHD Group,
including SBI Shinsei Bank Group to enhance its sustainable corporate value, and to strengthen
its business by managing SBI Shinsei Bank by fully utilizing its business characteristics andstrengths.
As of today, three of the nine directors of SBI Shinsei Bank have held positions as officers andemployees of SBIHDs in the past. Although no specific decisions have been made at this time
regarding the future management structure of SBI Shinsei Bank, SBIHDs plan to discuss withSBI Shinsei Bank the implementation of the measures described in “(ii) Background, purposeand decision-making process of the Bidder's decision to implement the TOB” above and theestablishment of an optimal structure to further strengthen its management base.
(iv) Decision-making process and reasons for SBI Shinsei Bank’s support of the TOB(A) Suggestion by the Bidder and background of establishment of systems for reviewing
As described in “(ii) Background, purpose and decision-making process of the Bidder’s
decision to implement the TOB,” after SBI Shinsei Bank received the Initial Proposal fromSBIHDs on February 8, 2023, it decided to discuss at the meeting of the board of directors of
SBI Shinsei Bank whether to commence the review of the proposal.
It was also decided to prepare for establishing a framework for consideration so that SBI
Shinsei Bank may promptly proceed with the process once the board of directors resolves tostart the consideration of such proposal. In other words, SBI Shinsei Bank started preparing
for establishing a framework to consider, negotiate, and make decisions on the Transactionsin terms of enhancing the corporate value of SBI Shinsei Bank and ensuring its minority
shareholders’ interest, from an independent position from the Bidder, DICJ and RCC, basedon advice from MUMSS and AMT to ensure the fairness of the Transactions, given that the
Bidder is a controlling shareholder (the parent company) of SBI Shinsei Bank and that SBIHD,
the parent company of the Bidder, is also the parent company of SBI Shinsei Bank.
Specifically, SBI Shinsei Bank decided to prepare from February 8, 2023 for theestablishment of the Special Committee that consists of its outside directors, outside auditorsand outside experts.
SBI Shinsei Bank, then, officially decided by the resolution of its board of directors dated
March 9, 2023 to consider the Initial Proposal from the Bidder and informed SBIHDs of thedecision on the same day. In such resolution of board of directors, SBI Shinsei Bank resolved
to officially appoint MUMSS as its financial advisor and third-party calculation agent, and AMT
as its legal advisor.
In addition, SBI Shinsei Bank decided by the resolution of its board of directors dated March
9, 2023 above to establish the Special Committee that consists of its outside directors, anoutside auditor and an outside expert who are considered to be independent of SBIHDs and- 19 -

to be highly knowledgeable for purposes including eliminating arbitrariness in the decisionmaking on the Transactions at SBI Shinsei Bank and ensuring the fairness, transparency,
and objectivity in the decision-making process at SBI Shinsei Bank, and it has establishedthe Special Committee that consists of four members: Mr. Yasuhiro Hayasaki (an outside
director of SBI Shinsei Bank); Mr. Masahiro Terada (an outside director of SBI Shinsei Bank);
Ms. Ikuko Akamatsu (an outside auditor of SBI Shinsei Bank); and Ms. Miyako Suda (anoutside expert committee member; belonging to The Canon Institute for Global Studies) (forthe background of establishment, process of review, content of decision, etc. of the Special
Committee, please see “(ii) Establishment of an Independent Special Committee by SBI
Shinsei Bank” in “(6) Measures to Ensure the Fairness of the TOB such as the Measures to
Ensure the Fairness of the Tender Offer Price and the Measures to Avoid Conflicts ofInterests” below).
In doing so, SBI Shinsei Bank consulted the Special Committee on the following matters(collectively “Consulted Matters”):(a) whether the purpose of the Transactions and the Transactions as a means to achieve thepurpose are legitimate and reasonable (including whether the Transactions will contributeto the enhancement of the corporate value of SBI Shinsei Bank);(b) whether the conditions for the Transactions (including the Tender Offer Price in the TOB)
are ensured to be fair and reasonable;(c) whether due consideration and explanation will be given with respect to the interest of
the shareholders in SBI Shinsei Bank through appropriate disclosure and fair proceduresin the Transactions;(d) whether the Transactions are considered to be not disadvantageous to the minority
shareholders, besides (a) through (c) above;(e) whether it is not inappropriate for SBI Shinsei Bank to enter into agreements that it needs
to enter into as a party in connection with or in association with the Transactions (thisshall be decided in consideration of their content);(f) based on consideration of (a) through (e) above, whether it is appropriate for SBI Shinsei
Bank’s board of directors to express its opinion in support of the TOB, and further, if thatis determined to be appropriate, whether it is appropriate for the board of directors torecommend its shareholders to tender their shares in the TOB.
In establishing the Special Committee, SBI Shinsei Bank’s board of directors regarded theSpecial Committee as a panel independent of SBI Shinsei Bank’s board of directors, andresolved that (a) the Special Committee may delegate to a third party the stock valuation of
SBI Shinsei Bank, the provision of valuation reports, fairness opinion and other advice on theTransactions, and other matters that the Special Committee deems necessary in considering
the Consulted Matters, and in such case, SBI Shinsei Bank shall bear reasonable expenses
for such delegation, (b) SBI Shinsei Bank’s board of directors shall make decisions on theTransactions with the utmost respect to the decision of the Special Committee, and if theSpecial Committee determines that the conditions for the Transactions are not appropriate,
SBI Shinsei Bank’s board of directors shall not support the Transactions on such conditions,(c) the Special Committee is authorized to carry out certain acts, if it determines necessary,in relation to disclosures of the Tender Offer Price or other conditions for the TOB, or the
purpose and process of the Transactions (i.e. (A) the Special Committee’s authority to direct
the officers and employees/departments (excluding Hirofumi Gomi, Director, Katsuya
Kawashima, Director and Katsumi Hatao, Director, who have held positions as officers andemployees of the companies of SBIHD Group in the past; hereinafter the same.) to carry out
necessary investigations, (B) the Special Committee’s authority to direct the officers andemployees/departments to negotiate or make an arrangement with SBIHDs, the Financial
Services Agency, DICJ and RCC, and (C) the Special Committee’s authority tonegotiate/make an arrangement with SBIHDs, the Financial Services Agency, DICJ and RCC
by itself) (for the manner to make resolutions at the board of directors meeting, please see“(ii) Establishment of an Independent Special Committee by SBI Shinsei Bank” in “(6)Measures to Ensure the Fairness of the TOB such as the Measures to Ensure the Fairnessof the Tender Offer Price and the Measures to Avoid Conflicts of Interests” below).
As described in “(ii) Establishment of an Independent Special Committee by SBI Shinsei Bank”
in “(6) Measures to Ensure the Fairness of the TOB such as the Measures to Ensure theFairness of the Tender Offer Price and the Measures to Avoid Conflicts of Interests” below,- 20 -

SBI Shinsei Bank obtained an approval from the Special Committee for the appointments of
MUMSS as its financial advisor and third-party calculation agency, and AMT as its legal
advisor, after confirming that there were no concerns with their independence and expertise.
SBI Shinsei Bank established the internal systems for review, negotiation and decisionmaking on the Transactions independently of the Bidder (including the scope of the directors
and employees of SBI Shinsei Bank who participate in the review, negotiation and decisionmaking on the Transactions and their duties), and obtained an approval of the Special
Committee for no concerns with such review systems in terms of their independence andfairness.
Furthermore, the Special Committee appointed Momo-o, Matsuo & Namba with which SBI
Shinsei Bank has had a business relationship for some time, as its legal advisor on March
15, 2023. The Special Committee appointed Frontier Management Inc. (“FrontierManagement”) which was introduced by a committee member, as its third-party calculation
agency on March 27, 2023. The Special Committee appointed them after confirming that they
did not fall under a related party of SBIHDs, DICJ, RCC, and SBI Shinsei Bank, they did nothave material interests in the Transactions including the TOB, and there were no concerns
over their independence and expertise.
(B) Background of review and negotiation
After the establishment of the systems for reviewing described in “(A) Suggestion by the
Bidder and background of establishment of systems for reviewing” above, SBI Shinsei Bank
received a report on the results of the valuation of the Shares and the advice on the policy
for the negotiation with the Bidder from MUMSS, and also legal advice on the measures toensure the fairness of the procedures in the Transactions from AMT. Based on the foregoing,
SBI Shinsei Bank carefully considered the benefits and disadvantages of the Transactions
and the reasonableness of the conditions for the Transactions.
Specifically, on April 14, 2023, SBI Shinsei Bank received from SBIHDs a proposal stating,among other things, that (i) they maintain the scheme of the Transactions as set forth in theInitial Proposal, (ii) SBIHDs recognize that the repayment of public funds is one of theimportant issues for SBI Shinsei Bank Group and believe that it is their social responsibility
to pave the way for the early repayment of public funds after taking SBI Shinsei Bank private,
and that they will contribute to the repayment of public funds by focusing on improving the
profitability of SBI Shinsei Bank, which is the source of repayment funds and corporate value,
through the promotion of synergy measures after SBI Shinsei Bank goes private, and (iii) the
Tender Offer Price is set at 2,600 yen (the price calculated by adding a premium of 9.43%,
12.80%, 9.80% and 13.04% to the closing price of the Shares (2,376 yen) on TSE Standard
Market on April 13, 2023, which is the business day immediately preceding April 14, 2023,
and the simple average closing price for the past one month (2,305 yen), the simple averageclosing price for the past three months (2,368 yen) and the simple average closing price forthe past six months (2,300 yen) based on the same date, respectively. This price is calculated
by adding a premium of 34.02%, 34.30%, 32.25%, 27.02% to the closing price of the Shares(1,940 yen) on TSE Standard Market on September 29, 2022, which is the business day
immediately preceding the Approval Report Date, and the simple average closing price forthe past one month (1,936 yen), the simple average closing price for the past three months(1,966 yen) and the simple average closing price for the past six months (2,047 yen) basedon the same date, respectively. This price is also calculated by adding a premium of 78.94%,
83.62%, 78.08% and 63.42% to the closing price (1,453 yen) on the business day
immediately preceding the date of announcement of the Previous TOB by the Bidder for the
Shares (September 8, 2021), and the simple average closing price for the past one month(1,416 yen), the simple average closing price for the past three months (1,460 yen) and thesimple average closing price for the past six months (1,591 yen) based on the same date,respectively.) per share, based on the results of due diligence and consideration of thetransaction terms as of that date. In response, on April 17, 2023, SBI Shinsei Bank and theSpecial Committee made a request to the Bidder stating that (i) SBI Shinsei Bank and theSpecial Committee have no objection to the general framework of the structure of theTransactions, (ii) Shinsei Bank and the Special Committee recognize that the repayment ofpublic funds is one of the important issues and requires careful considerations, and (ii) the
Tender Offer Price of 2,600 yen per share is required to be reconsidered because it is- 21 -

insufficient in light of SBI Shinsei Bank’s intrinsic value and does not serve the interests ofminority shareholders.
In response to this request, SBIHDs submitted a written response to SBI Shinsei Bank andthe Special Committee on April 21, 2023, stating, among other things, that they do not intend
to reconsider the Tender Offer Price of 2,600 yen per share. In response to this, on April 25,
2023, SBI Shinsei Bank and the Special Committee submitted a written request to SBIHDs
to reconsider the Tender Offer Price, stating that their view that the Tender Offer Price of
2,600 yen per share is insufficient remains unchanged, and that SBI Shinsei Bank and theSpecial Committee consider that such price is an undervalued level that does not fulfill theaccountability to minority shareholders in light of the assumed intrinsic value of the Shares,
and that SBI Shinsei Bank’s stock value of over 3,400 yen per share can be fully justified
based on the assumed intrinsic value of SBI Shinsei Bank from a medium to long-term andsustainable perspective, taking into consideration the business plan disclosed by SBI Shinsei
Bank to SBIHDs.
In response to this request, on April 27, 2023, SBIHDs submitted to SBI Shinsei Bank andthe Special Committee a written answer stating (among other things) that the Tender Offer
Price shall be 2,700 yen per share (the Tender Offer Price represents a premium of 11.99%,
13.88%, 13.11%, and 16.53% to the closing price of the Shares on TSE Standard Market on
April 26, 2023, which is the business day immediately preceding April 27, 2023 (2,411 yen),
as well as the simple average closing price for the past one month ending on April 26, 2023
(2,371 yen), the simple average closing price for the past three months ending on April 26,
2023 (2,387 yen), and the simple average closing price for the past six months ending on
April 26, 2023 (2,317 yen), respectively; a premium of 39.18%, 39.46%, 37.33%, and 31.90%
to the closing price of the Shares on TSE Standard Market on September 29, 2022, which isthe business day immediately preceding the Approval Report Date (1,940 yen), as well as
the simple average closing price for the past one month ending on September 29, 2022
(1,936 yen), the simple average closing price for the past three months ending on September
29, 2022 (1,966 yen), and the simple average closing price for the previous six months endingon September 29, 2022 (2,047 yen), respectively; and a premium of 85.82%, 90.68%, 84.93%,
and 69.70% to the closing price of the Shares on TSE Standard Market on September 8,
2021, which is the business day immediately preceding the announcement of the Previous
TOB of the Shares by the Bidder (1,453 yen), as well as the simple average closing price forthe past one month ending on September 8, 2021 (1,416 yen), the simple average closing
price for the past three months ending on September 8, 2021 (1,460 yen), and the simple
average closing price for the past six months ending on September 8, 2021 (1,591 yen),respectively). In response, on April 29, 2023, SBI Shinsei Bank and the Special Committee
submitted to SBIHDs a written answer requesting that SBIHDs reconsider the Tender Offer
Price. That written answer stated (among other things) that (i) the Tender Offer Price of 2,700
yen per share is still far from the level of the stock value in light of the SBI Shinsei Bank’s
intrinsic value assumed by SBI Shinsei Bank and the Special Committee, and is unacceptable
to the Special Committee, which is expected to make reasonable efforts to give fullconsideration to the interests of the minority shareholders and aim for transaction terms asfavorable as possible for minority shareholders; (ii) SBI Shinsei Bank and the Special
Committee believe that setting a minimum number of shares to be purchased could be highly
important depending on the level of the final proposal of the Tender Offer Price, and if asubstantial increase in the proposed Tender Offer Price from SBIHDs cannot be expected in
the future, it is essential to set a minimum number of shares to be purchased (including the“majority of minority” factor) in order to make the completion of the Tender Offer conditionalon a reasonable number of the minority shareholders tendering in the TOB.
In response to this request, after SBIHDs received a briefing regarding SBI Shinsei Bank’sbusiness plan from SBI Shinsei Bank’s management on May 2, 2023, SBIHDs submitted awritten answer to SBI Shinsei Bank and the Special Committee on May 8, 2023, stating(among other things) that (i) the Tender Offer Price shall be 2,800 yen per share (the Tender
Offer Price represents a premium of 14.33%, 16.57%, 17.11%, and 20.48% to the closing
price of the Shares on TSE Standard Market on May 2, 2023, which is the business day
immediately preceding May 8, 2023 (2,449 yen), as well as the simple average closing pricefor the past one month ending on May 2, 2023 (2,402 yen), the simple average closing pricefor the past three months ending on May 2, 2023 (2,391 yen), and the simple average closing- 22 -

price for the past six months ending on May 2, 2023 (2,324 yen), respectively; a premium of
44.33%, 44.63%, 42.42%, and 36.79% to the closing price of the Shares on TSE Standard
Market on September 29, 2022, which is the business day immediately preceding theApproval Report Date (1,940 yen), as well as the simple average closing price for the past
one month ending on September 29, 2022 (1,936 yen), the simple average closing price forthe past three months ending on September 29, 2022 (1,966 yen), and the simple averageclosing price for the previous six months ending on September 29, 2022 (2,047 yen),respectively; and a premium of 92.70%, 97.74%, 91.78%, and 75.99% to the closing price of
the Shares on TSE Standard Market on September 8, 2021, which is the business day
immediately preceding the announcement of the Previous TOB of the Shares by the Bidder(1,453 yen), as well as the simple average closing price for the past one month ending on
September 8, 2021 (1,416 yen), the simple average closing price for the past three months
ending on September 8, 2021 (1,460 yen), and the simple average closing price for the past
six months ending on September 8, 2021 (1,591 yen), respectively), and that (ii) sinceprivatizing SBI Shinsei Bank through the Transactions contributes not only to sustainableimprovement of corporate value of SBIHD Group (including SBI Shinsei Bank Group) but also
to the benefit of minority shareholders who will be granted an opportunity to sell at fair price,
SBIHDs do not intend to set the minimum number of shares to be purchased in the TOB
because SBIHDs continue to believe that privatizing SBI Shinsei Bank without fail contributes
to the benefit of the minority shareholders of SBI Shinsei Bank. In response, on May 9, 2023,
SBI Shinsei Bank and the Special Committee submitted a written answer to SBIHDs
requesting that the SBIHDs reconsider the Tender Offer Price. That written answer stated(among other things) that (i) it is still difficult to conclude that the Tender Offer Price of lower
than 3,000 yen per share is set giving consideration to the interests of the minority
shareholders; (ii) SBI Shinsei Bank and the Special Committee believe that if the Tender
Offer Price remains at the level proposed by SBIHD (under 3,000 yen per share), a minimum
number of shares to be purchased should be set so that it can be proven that the minority
shareholders support the conditions of the Transactions; SBI Shinsei Bank and the Special
Committee suggest that the Tender Offer Price be set at 3,000 yen or more, or if the Tender
Offer Price is set at 2,800 yen as requested by SBIHDs or a price under 3,000 yen, they
believe that it would be difficult to recommend that the shareholders of SBI Shinsei Bank
tender their shares unless a minimum number of shares to be purchased are set, and basedon the concept of majority of minority as the level of specific minimum number of shares tobe purchased, they request that a minimum number of shares to be purchased be set taking
into account the assumed ownership ratio of passive index funds whose policy is not to tendershares to TOB in principle regardless of the price of tender offer price.
In response to this request, on May 10, 2023, SBIHDs submitted a written answer stating(among other things) that (i) since the Tender Offer Price of 2,800 yen per share is the best
and final price that SBIHDs can offer giving the best consideration to the interests of theminority shareholders of SBI Shinsei Bank, and SBIHDs believe that such price sufficiently
contributes to the interests of the minority shareholders of SBI Shinsei Bank, SBIHDs intend
to maintain such proposed Tender Offer Price (the Tender Offer Price of 2,800 yen per share),and that (ii) with respect to the minimum number of shares to be purchased, since privatizing
SBI Shinsei Bank through the Transactions contributes not only to sustainable improvementof corporate value of SBIHD Group (including SBI Shinsei Bank Group) but also to the benefitof minority shareholders who will be granted an opportunity to sell at fair price, SBIHDs does
not intend to set the minimum number of shares to be purchased in the TOB because SBIHDs
continues to believe that privatizing SBI Shinsei Bank without fail contributes to the benefit of
the minority shareholders of SBI Shinsei Bank. In response, on May 11, 2023, SBI Shinsei
Bank and the Special Committee requested that SBIHDs reconsider setting the minimum
number of shares to be purchased.
In response to such request, on May 11, 2023, SBIHDs submitted a written answer to SBI
Shinsei Bank and the Special Committee stating that since SBIHDs still believe that setting
the minimum number of shares to be purchased is not desirable from the perspective ofprotecting the interests of the minority shareholders of SBI Shinsei Bank, SBIHDs do notintend to set the minimum number of shares to be purchased in the TOB. In response to this,on May 11, 2023, SBI Shinsei Bank and the Special Committee answered to SBIHDs thatthey accept SBIHDs’ proposal to set the Tender Offer Price at 2,800 yen per share and not
to set the minimum number of shares to be purchased in the TOB.
- 23 -

As a result, SBIHDs and SBI Shinsei Bank reached an agreement to set the Tender Offer
Price at 2,800 yen per share and not to set the minimum number of shares to be purchasedin the TOB.
With respect to repayment of public funds, SBIHDs received an inquiry from SBI Shinsei Bankand the Special Committee about the expected repayment period. SBIHDs (i) answered thatthey cannot specify the expected period necessary to repay public funds because under the
Four Party Agreement, SBIHD and SBI Shinsei Bank shall give DICJ and RCC a proposal of
specific structures regarding the repayment of public funds by the end of March 2025 andagree on such specific structures by the end of June 2025, and (ii) explained to SBI Shinsei
Bank and the Special Committee that SBIHDs currently intend to repay public funds to DICJ
and RCC by SBI Shinsei Bank’s making dividends in accordance with their shareholding ratio,
and believe that, based on certain assumptions at certain level, it may take a reasonable
period until the amount of SBI Shinsei Bank’s dividend to DICJ and RCC in each term reaches
the remaining amount of public funds.
In the reviewing and negotiation process above, the Special Committee received reports fromSBI Shinsei Bank and its advisors from time to time, examined the situation and gave its
opinions.
Specifically, the Special Committee has confirmed and approved the reasonableness of thedetails, key assumptions, and preparation process of the business plan that SBI Shinsei Bank
prepared for the period from the fiscal year ending March 31, 2024 to the fiscal year ending
March 31, 2025 (“Business Plan”). In the negotiation with SBIHDs on the conditions for the
TOB and the negotiation with SBIHD, DICJ, and RCC on the Four Party Agreement, SBI
Shinsei Bank has followed the negotiation policy discussed and determined by the Special
Committee. Also, when SBI Shinsei Bank received proposals on the Tender Offer Price orother conditions from SBIHDs, it has immediately reported them to the Special Committee
and followed opinions of the Special Committee.
SBI Shinsei Bank received a findings report (“Findings Report”) from the Special Committee
on May 12, 2023 stating that as a result of a comprehensive judgment, it is consideredappropriate for the board of directors of SBI Shinsei Bank to express its opinion in support of
the TOB, and for the same to recommend its shareholders to tender their shares in the TOB(for the summary of the Findings Report, please see “(ii) Establishment of an Independent
Special Committee by SBI Shinsei Bank” in “(6) Measures to Ensure the Fairness of the TOB
such as the Measures to Ensure the Fairness of the Tender Offer Price and the Measures to
Avoid Conflicts of Interests” below)(C) Details of Decision of SBI Shinsei Bank
Under the circumstances described above, SBI Shinsei Bank carefully discussed anddeliberated at the meeting of the board of directors of SBI Shinsei Bank held today, whether
or not the Transactions including the TOB will contribute to the enhancement of its corporate
value, and whether or not the conditions for the Transactions including the Tender Offer Priceare appropriate, taking into account the legal advice received from AMT, the advice and thestock valuation report dated May 11, 2023 received from MUMSS (“Stock Valuation Report(MUMSS)”), and the fairness opinion dated May 11, 2023 received from MUMSS (“Fairness
Opinion (MUMSS)”) stating that the Tender Offer Price of 2,800 yen per share is reasonable
for the shareholders in SBI Shinsei Bank (excluding SBIHDs and their affiliates, as well as
DICJ and RCC) from a financial perspective, as well as the stock valuation report dated May
11, 2023 submitted to the Special Committee from Frontier Management (“Stock Valuation
Report (Frontier Management)”) and the fairness opinion dated May 11, 2023 submitted to
the Special Committee from Frontier Management (“Fairness Opinion (FrontierManagement)”) stating that the Tender Offer Price of 2,800 yen per share is reasonable forthe shareholders in SBI Shinsei Bank (excluding the Bidder, DICJ, and RCC) from a financial
perspective, and paying utmost respect to the decision of the Special Committee presented
in the Findings Report.
As a result, SBI Shinsei Bank has concluded as described below that the Transactions willcontribute to the enhancement of its corporate value.
- 24 -

This means that SBI Shinsei Bank determined that the Transactions are the best way toenhance its corporate value since it believes that the delisting of its shares will enable moreagile and flexible decision-making, further integration with SBIHD Group, and development
and execution of a medium to long-term management strategy, and will help generatesynergies and benefits described in (a) through (c) below:
Specific synergies and benefits that SBI Shinsei Bank expects the Transactions to help
generate are as stated in (a) through (c) below:(a) Further strengthening of business by mutual complement in functions and customer baseIn the retail sector of SBI Shinsei Bank Group (segment name: “Individual Business”), thetwo groups have had a full business alliance in the three businesses of financial
instruments intermediary, bank agency, and cooperative store management. However,
SBI Shinsei Bank believes that further support from SBIHD Group is possible in, forexample, (a) support through the dispatch of personnel from SBIHD Group forcooperative store operation, (b) support for unsecured loans of Shinsei Financial and forsales efforts to acquire new clients by utlizing SBIHD Group’s network of regional
financial institutions, and (c) support for the acquisition of new affiliated stores in the
installment sales business of APLUS in SBI Shinsei Bank Group through SBIHD Group's
affiliates.
In the corporate sector of SBI Shinsei Bank Group (segment name: “Institutional
Business”), SBI Shinsei Bank also believes that further support from SBIHD Group ispossible in the areas of (a) referral to SBI Shinsei Bank of investment targets of SBI
Investment which is a venture capital of SBIHD Group, and regional financial institutions,(b) support from SBIHD Group for better matching of needs of M&A sellers and buyers
through collaboration between the M&A advisory teams of SBI Shinsei Bank and SBIHD
Group, (c) referral of projects from SBIHD Group for provision of M&A financing from SBI
Shinsei Bank, and (d) proposals from SBIHD Group to combine the various financial
products of SBIHD Group for the fields of real estate, healthcare, environment andenergy, which Showa Leasing Co., Ltd., which belongs to SBI Shinsei Bank Group,
regards as a growth area.
However, according to SBIHD Group, it has a limitation to the provision of support
because SBI Shinsei Bank is no more than one of the consolidated subsidiaries of SBIHD
Group and the minority shareholders of SBI Shinsei Bank will receive a portion of the
profits from the enhancement of the corporate value of SBI Shinsei Bank Group. Hence,
SBI Shinsei Bank expects that the Bidder acquires more Shares through theTransactions, resulting in SBI Shinsei Bank receiving more support from SBIHD Group.
Since DICJ and RCC remain as a shareholder in SBI Shinsei Bank after the Transactions
for the purpose of completion of repayment of public funds, the two groups will makefurther efforts to enhance the corporate value of SBI Shinsei Bank for a specific goal ofcompleting repayment of public funds. Therefore, SBI Shinsei Bank does not anticipate
such a situation as “support from SBIHD Group will not be reinforced because DICJ and
RCC will receive a portion of the profits from the enhancement of the corporate value of
SBI Shinsei Bank Group.”(b) Rapid and optimal allocation of management resources across the two groups
SBI Shinsei Bank has used its original management functions as an independent listedcompany. However, SBI Shinsei Bank believes that the delisting of the Shares throughthe Transactions will help eliminate redundancy of management resources and achieve
sophisticate business management by, for example, integration of the overlapping
management functions in SBI Shinsei Bank Group and SBIHD Group.
In addition, SBI Shinsei Bank Group companies have attempted to integrate businessportfolios including a merger of SBI Asset Management Co., Ltd. and Shinsei Investment
Management, as a member of SBIHD Group. Meanwhile, SBI Shinsei Bank quite
carefully decides on the optimization of the business portfolios with SBIHD Group fromthe perspective of respecting the interests of the minority shareholders of SBI Shinsei- 25 -

Bank. SBI Shinsei Bank, thus, considers that there is room for improvement in terms ofspeed. It expects that removing through the Transactions the restriction arising fromrespecting the interests of its minority shareholders will enable more rapid optimizationof the business portfolios, thereby enhancing its corporate value.
Although DICJ and RCC remain as a shareholder in SBI Shinsei Bank after theTransactions, the number of shareholders will be much smaller than the current numberof shareholders (17,878 shareholders as of March 31, 2023), which will enable much
more rapid management decision-making.
(c) Reduction in listing maintenance cost
SBI Shinsei Bank believes that the delisting of the Shares will help reduce various costs
required for maintaining the listing including audit fees, costs relating to the operation ofshareholders’ meetings, and costs relating to the delegation of administrative affairs to
the shareholder register administrator. As a disadvantage associated with the delisting,it may become difficult to secure human resources due to lower name recognition.
However, SBI Shinsei Bank believes that such disadvantage is limited by remaining amember of SBIHD Group, which is a listed company and has established a considerable
size of a corporate ecosystem, because active personnel exchanges with SBIHD Groupcan be expected.
SBI Shinsei Bank also believes that through the realization of the synergies and benefits
described above, which SBI Shinsei Bank believes are feasible through the Transaction, it
will be possible to enhance SBI Shinsei Bank's corporate value and improve SBI Shinsei
Bank's equity capital, thereby paving the way for the repayment of public funds, which is an
important issue for SBI Shinsei Bank.
SBI Shinsei Bank also determined for the following reasons that the Tender Offer Price of
2,800 yen per share is a reasonable price that secures the profits that the minority
shareholders in SBI Shinsei Bank should receive, and that the TOB provides the minority
shareholders with reasonable opportunities to sell their shares at the price with a proper
premium added.
(a) The price has been fully negotiated and agreed upon by SBI Shinsei Bank with the Bidder
after fully taking measures to ensure the fairness of the conditions for the Transactions
including the Tender Offer Price as described in “(6) Measures to Ensure the Fairness of
the TOB such as the Measures to Ensure the Fairness of the Tender Offer Price and the
Measures to Avoid Conflicts of Interests” below, and with substantial involvement of theSpecial Committee.
(b) Of the valuation result of the Shares provided by MUMSS stated in the Stock Valuation
Report (MUMSS) described in “(i) Stock valuation report and fairness opinion obtainedby SBI Shinsei Bank from an independent financial advisor and third-party calculation
agent” in “(3) Matters Related to Calculation”, the price is beyond the range of thevaluation by the market price analysis and within the range of the valuation by thecomparable company analysis and DDM Analysis (as defined in “(B) Summary of
Calculation” in “(i) Stock valuation report and fairness opinion obtained by SBI Shinsei
Bank from an independent financial advisor and third-party calculation agent” in “(3)Matters Related to Calculation”). Furthermore, as described in “(i) Stock valuation reportand fairness opinion obtained by Shinsei Bank from an independent financial advisor andthird-party calculation agent” in “(3) Matters Related to Calculation”, MUMSS has issued
the Fairness Opinion (MUMSS) stating that the Tender Offer Price of 2,800 yen per shareis reasonable for the minority shareholders in SBI Shinsei Bank (excluding SBIHDs andtheir affiliate companies, as well as DICJ and RCC) from a financial perspective.
(c) Of the valuation result of the Shares provided by Frontier Management stated in the Stock
Valuation Report (Frontier Management) described in “(ii) Stock valuation report andfairness opinion obtained by the special committee from an independent third-party
calculation agent” in “(3) Matters Related to Calculation,” the price is beyond the rangeof the valuation by the market price method and within the range of the valuation by thecomparable company method and DDM Method. Furthermore, as described in “(ii) Stockvaluation report and fairness opinion obtained by the special committee from an
independent third-party calculation agent” in “(3) Matters Related to Calculation,” FrontierManagement has issued the Fairness Opinion (Frontier Management) stating that the- 26 -

Tender Offer Price of 2,800 yen per share is reasonable for the minority shareholders in
SBI Shinsei Bank (excluding DICJ and RCC: the same shall apply to the summary of theFairness Opinion (Frontier Management)) from a financial perspective.
(d) With the record date of May 11, 2023, which is the business day immediately preceding
the date of the announcement of the TOB, the Tender Offer Price has a premium of
12.63 % over the closing price of the Shares of 2,486 yen on TSE Standard Market on
the record date, a premium of 14.66% over the simple average closing price of 2,442 yen
for the one month prior to the record date, a premium of 16.81% over the simple averageclosing price of 2,397 yen for the three months prior to the same date, and a premium of
19.97% over the simple average closing price of 2,334 yen for the six months prior to thesame date. Further, with the record date of September 29, 2022, which is the business
day immediately preceding the Approval Report Date, the price has a premium of 44.33 %over the closing price of the Shares of 1,940 yen on TSE Standard Market on the record
date, a premium of 44.63% over the simple average closing price of 1,936 yen for theone month prior to the record date, a premium of 42.42% over the simple average closing
price of 1,966 yen for the three months prior to the same date, and a premium of 36.79%
over the simple average closing price of 2,047 yen for the six months prior to the samedate. The price is considered to be comparable and reasonable in light of the level ofpremiums in 54 other cases of tender offers by parent companies for the purpose ofdelisting their listed subsidiaries’ shares on and after June 28, 2019 which is theannouncement date of “Fair M&A Guidelines – Enhancing Corporate Value and Securing
Shareholders’ Interests -“ by the Ministry of Economy, Trade and Industry (a premium of
39.13% over the closing price on the business day immediately preceding theannouncement date, a premium of 42.33% over the simple average closing price for theone month prior to the announcement date, a premium of 41.79% over the simple
average closing price for the three months prior to the announcement date, and a
premium of 39.59% over the simple average closing price for the six months prior to theannouncement date). Even if the Tender Offer Price is less than the book value of theconsolidated net assets per share calculated from the book value of the consolidated net
assets of SBI Shinsei Bank as of March 31, 2023, SBI Shinsei Bank considers that it is
not reasonable to place importance on the book value of the net assets in the calculationof the stock value of SBI Shinsei Bank which is a going concern since the book value ofthe net assets only represents a theoretical liquidation value and does not reflect future
profitability. SBI Shinsei Bank, which is subject to the capital adequacy requirements
under the Banking Act, considers that it is not realistic to immediately return an amountequivalent to the book value of the net assets to shareholders through dividends or othermeans in order to continue the operation of its banking business, and given the highpublic nature of the banking business and the protection of depositors, SBI Shinsei Bank
believes that the approach that assumes liquidation of its business is not appropriate forthe actual situation of it. If SBI Shinsei Bank were to liquidate its business, it would be
difficult to sell assets, particularly its less liquid assets, and various expenses would arise(such as customer service costs related to repayment of deposits, costs related to closureof stores, premium retirement allowances for employees, fees for attorneys and otherprofessionals engaged for liquidation of businesses including overseas subsidiaries).
Thus, the business would not be liquidated at the book value of its net assets, and it isrealistic to assume substantial reduction in the value (SBI Shinsei Bank has not obtained
an estimate that assumes liquidation, and has not confirmed that the Tender Offer Priceexceeds the expected liquidation value calculated taking into consideration various
factors including the expected liquidation cost that is estimated through specificexamination), and SBI Shinsei Bank considers that the book value of its net assets is notnecessarily linked to the exchange value of its assets. Accordingly, since it is difficult toaccept the approach to assume the book value of the consolidated net assets per shareto be the floor of the fair value of the Shares, and it is not reasonable in the calculation of
the stock value of SBI Shinsei Bank which is a going concern, to place importance on thevaluation method that assumes liquidation of the business, SBI Shinsei Bank has not
examined the Tender Offer Price by comparing it with the book value of its consolidated
net assets per share or the liquidation value.
(e) As described in “(ii) Establishment of an independent special committee by SBI Shinsei
Bank” in “(6) Measures to Ensure the Fairness of the TOB such as the Measures to
Ensure the Fairness of the Tender Offer Price and the Measures to Avoid Conflicts ofInterests” below, the price is also deemed to be considered appropriate for the board of- 27 -

directors of SBI Shinsei Bank to express its opinion in support of the TOB, and for thesame to recommend its shareholders to tender their shares in the TOB, as a result of acomprehensive judgment, in the Findings Report obtained from the Special Committee.
With respect to the premium added in the Tender Offer Price, in addition to the premium
based on the business day preceding the announcement date of the TOB, SBIHDs have also
included the premium based on the business day immediately preceding the Approval Report
Date as a factor for evaluating the level of the premium in the Tender Offer Price. SBI Shinsei
Bank also believes that after the Approval Report Date, the price of the Shares may alreadyhave incorporated certain market expectations regarding additional acquisitions of the Sharesby the Bidder, including the privatization of SBI Shinsei Bank. Therefore, with regard to thebasis for SBI Shinsei Bank’s judgment on the validity of the Tender Offer Price, SBI Shinsei
Bank believes it would be useful to include the premium compared to the price of the Sharesprior to the Approval Report Date as a basis for judgment by the shareholders of SBI Shinsei
Bank.
In other words, in order for the Bidder to acquire additional Shares, the authorization of abank holding company under the Banking Act (Article 52-17 of the Banking Act) is required,and SBI Shinsei Bank believes that this was recognized outside the bank as well. As of thedate of the Approval Report Date, the percentage of the Shares held by the Bidder was
48.21% at that time, but SBIHDs had made SBI Shinsei Bank a consolidated subsidiary asof December 17, 2021, the date of commencement of settlement relating to the Previous TOB
and under these circumstances, the Bidder obtaining authorization of a bank holding
company regardless of the circumstance may have given rise to speculation of additional
acquisition of the Shares, including privatization, beyond the acquisition of a majority of the
Shares on a voting rights basis, and such speculation may have had an impact on the priceof the Shares. In fact, compared with the closing price on the business day (1,940 yen)
immediately preceding the Approval Report Date (September 29, 2022), the closing price of
the Shares rose 12.4% (2,180 yen) on the business day following the Approval Report Date
(October 3, 2022) and 18.0% (2,290 yen) on the fifth business day following such theApproval Report Date (October 7, 2022). Although certain events affecting price of the Shares
have occurred after the Approval Report Date (examples include the Bank of Japan's
announcement of revisions to its yield curve control policy at its monetary policy meeting(held from December 19, 2022 to December 20, 2022) on December 20, 2022, the Federal
Deposit Insurance Corporation's declaration of bankruptcy for Silicon Valley Bank (headoffice in California, USA) on March 10, 2023, and the Federal Deposit Insurance
Corporation's declaration of bankruptcy for First Republic Bank (head office in California,
USA) on May 1, 2023), the price of the Shares after the Approval Report Date has been on
an upward trend and has not fallen below the closing price on the business day immediately
preceding the Approval Report Date of 1,940 yen to date.
Based on the above, SBI Shinsei Bank determined that the Transactions will contribute to theenhancement of its corporate value and the conditions for the Transactions including theTender Offer Price are reasonable, and resolved at the meeting of the board of directors of
SBI Shinsei Bank held today, to express its opinion in support of the TOB, for the same andto recommend its shareholders to tender their shares in the TOB.
For the manner to make resolutions at the board of directors meeting, please see “(viii)
Approval of the majority of directors of SBI Shinsei Bank without conflicts of interest and theopinion of non-objection of all auditors without conflicts of interest” in “(6) Measures to Ensure
the Fairness of the TOB such as the Measures to Ensure the Fairness of the Tender Offer
Price and the Measures to Avoid Conflicts of Interests” below.
(3) Matters Related to Calculation(i) Stock valuation report and fairness opinion obtained by SBI Shinsei Bank from an
independent financial advisor and third-party calculation agent(A) Name of the calculation agent and the relationship with listed companies and the Bidder
In expressing its opinions on the Tender Offer Price, in order to ensure the fairness ofdecision-making regarding the Tender Offer Price proposed by the Bidder, SBI Shinsei Bank
requested MUMSS, a financial advisor and third-party calculation agent independent of
SBIHDs, DICJ, RCC and SBI Shinsei Bank, to calculate the value of the Shares, and obtained- 28 -

the Stock Valuation Report (MUMSS) and the Fairness Opinion (MUMSS) as of May 11, 2023.
MUMSS is not a related party of SBIHDs, DICJ, RCC, and SBI Shinsei Bank and does nothave material interests regarding the Transactions including the TOB.
The remuneration payable to MUMSS related to the Transactions includes a performancefee paid on condition of the success, etc. of the Transactions. SBI Shinsei Bank determinedthat the independence of MUMSS is not denied by the fact that the performance fee that is
payable on condition of the completion of the TOB will be included, taking into consideration
the pros and cons, etc. of general practice in similar transactions and a remuneration system
in which SBI Shinsei Bank will incur a reasonable financial burden even if the Transaction
fails. Therefore, SBI Shinsei Bank has appointed MUMSS as its financial advisor and thirdparty calculation agent in accordance with the above remuneration system.
(B) Summary of Calculation
As a result of the review of the calculation method in the TOB, MUMSS, based on the belief
that it is appropriate to evaluate the value of the Shares from multiple perspectives, has
calculated the value of the Shares by adopting the following methods: the market priceanalysis as the Shares are listed on TSE Standard Market; the comparable company analysis
as there are several comparable listed companies that are comparable to SBI Shinsei Bankand analogical inference of stock value is possible through the comparable listed company
analysis; and in addition, in order to reflect the status of future business activities in thecalculation, the Dividend Discount Model analysis (“Dividend Discount Model” as “DDM”),
and “Dividend Discount Model analysis” as “DDM Analysis”), which is a method that analyzes
the stock value by setting a capital level necessary for stable operation of business inaccordance with the Risk Management Policy specified by SBI Shinsei Bank, and thendiscounting the portion of capital that exceeds such level to the present value at the cost ofcapital as profits attributable to shareholders (“Theoretical Dividends”). In the Stock Valuation
Report (MUMSS), the range of values per share of the Shares calculated based on eachmethod above is as follows.
Market Price Analysis:
Comparable Company Analysis：
DDM Analysis:

2,334 yen - 2,486 yen
1,764 yen-3,005 yen
2,479 yen-3,393 yen

Under the market price analysis, using May 11, 2023, as the reference date, the per sharevalue of the Shares was calculated to range from 2,334 yen to 2,486 yen based on 2,486 yen,
the closing price of the Shares on TSE Standard Market on the reference date, 2,442 yen,
the simple average of closing prices for the last one month from the reference date, 2,397
yen, the simple average of closing prices for the last three months from the reference date,and 2,334 yen, the simple average of closing prices for the last six months from the reference
date.
Under the comparable company analysis, Mitsubishi UFJ Financial Group, Inc., Sumitomo
Mitsui Financial Group, Inc., Mizuho Financial Group, Inc., JAPAN POST BANK Co., Ltd.,
Sumitomo Mitsui Trust Holdings, Inc., Resona Holdings, Inc. and Aozora Bank, Ltd. havebeen selected as the comparable listed companies that are deemed to be similar with SBI
Shinsei Bank. Then, the per share value of the Shares has been calculated to range from1,764 yen to 3,005 yen by calculating the value of the Shares by using the ratio of net profit
to market capitalization (P/E ratio) and the ratio of net asset to market capitalization (P/BV
ratio). In order to appropriately reflect SBI Shinsei Bank’s level of capital efficiency, the P/BV
ratio is calculated by performing a regression analysis of the P/BV ratio and ROE of thecomparable listed companies.
The DDM Analysis is conducted based on the Business Plan prepared by SBI Shinsei Bank,and by assuming various factors including, revenue forecasts and investment plans for thetwo fiscal years ended March 31, 2024 through March 31, 2025, and publicly available
information. In addition, the value of the Shares has been calculated by setting a capital level
necessary for stable operation of SBI Shinsei Bank’s business in the fiscal year ended March
31, 2024 and beyond, in accordance with the Risk Management Policy specified by SBI
Shinsei Bank, and then discounting the portion of capital that exceeds such level to the- 29 -

present value by applying a discount rate (capital cost) based on the CAPM (Capital Asset
Pricing Model) as the Theoretical Dividends attributable to shareholders. The capital cost is
between 5.75% and 6.25%, and the exit multiple method is used to calculate the going
concern value. In addition, in order to appropriately reflect SBI Shinsei Bank’s level of capitalefficiency, a regression analysis of the P/BV ratio and ROE of comparable listed companies
was performed, and the P/BV ratio was set at 0.48 to 0.68. As a result, the per share valueof the Shares was calculated to range from 2,479 yen to 3,393 yen.
The consolidated financial forecast (“Financial Forecast”) based on the Business Plan
prepared by SBI Shinsei Bank, on which MUMSS based its DDM Analysis, is as follows. With
respect to the Business Plan, as described in “(ii) Establishment of an Independent Special
Committee by SBI Shinsei Bank” in “(6) Measures to Ensure the Fairness of the TOB suchas the Measures to Ensure the Fairness of the Tender Offer Price and the Measures to Avoid
Conflicts of Interests” below, the Special Committee has received from SBI Shinsei Bank an
explanation of its contents, material assumptions and the process of preparation, etc., andhas confirmed and approved the reasonableness of these matters. In addition, the Business
Plan expects a significant increase in net profit attributable to the shareholders of the parent
company for the fiscal year ending March 31, 2025. As one of the medium-term visions in its
Medium-Term Management Plan, SBI Shinsei Bank has set in “Medium-Term Vision of theShinsei Bank Group (FY2022 to FY2024)” announced on May 13, 2022, to achieve
consolidated net profit of 70 billion yen and to establish a foundation for further growth. To
achieve this medium-term vision, SBI Shinsei Bank aims to establish a foundation for growthby thoroughly implementing a customer-centric approach, pursuing value co-creation
opportunities within and outside the group, expanding the customer base through deepening
and fully lining up the strengths of SBI Shinsei Bank Group, etc., and translating those into
improved quality of products and services. Specifically, SBI Shinsei Bank expects net profit
attributable to the shareholders of the parent company for the current year to increase by
55.6% year-on-year in the fiscal year ending March 31, 2025, due to the strengthening of
small-scale finance, institutional investors business and overseas business, strengthening ofrisk management of investments and loans, and synergies between SBIHD Group and SBI
Shinsei Bank of approximately 15 billion yen, based on the SBI Shinsei Bank’s capital
relationship after the Bidder becomes SBI Shinsei Bank’s controlling shareholder (parent
company). The Business Plan does not expect a significant decrease in profit in any fiscal
year. In addition, the synergies that are expected to be additionally realized by taking SBI
Shinsei Bank private as a result of the Transactions are not taken into account in the above
calculation since it is difficult to specifically estimate them as of this date.
(Unit: hundred millions yen)

Gross Profit
Net Business Profits
Net Profit for the Current
Year
AttributabletoShareholders of the Parent
Company

Fiscal Year Ended
March 2024
2,583
932
450

Fiscal Year Ended
March 2025
2,801
1,138
700

(C) Outline of Fairness Opinion (MUMSS)On May 11, 2023, SBI Shinsei Bank obtained the Fairness Opinion (MUMMS) from MUMSS
to the effect that the Tender Offer Price of 2,800 yen per share was, from a financial point ofview, reasonable for the shareholders of the Shares (excluding SBIHDs and their affiliates,
as well as DICJ and RCC) (Note). The Fairness Opinion (MUMMS) was issued following theanalysis and review of the financial information, including the Financial Forecast submitted
by SBI Shinsei Bank, and a question-and-answer session with MUMMS and the Special
Committee, followed by a review of the results of the valuation of the Shares conducted by
MUMSS, as well as a question-and-answer session with SBI Shinsei Bank and the Special
Committee on the background leading to the approval of the TOB, and following procedures
within MUMMS, with the approval of a committee consisting of MUMSS Investment Banking
Division and other professionals.
(Note) the Fairness Opinion (MUMMS) and its underlying analysis of the value of the Shares- 30 -

are addressed to the board of directors of SBI Shinsei Bank solely for its reference
and, at the request of the board of directors of SBI Shinsei Bank, expresses its
opinion as to whether or not the Tender Offer Price is, from a financial point of view,
reasonable for the shareholders of the Shares (excluding SBIHDs and their affiliates,
as well as DICJ and RCC). The Fairness Opinion (MUMSS) expresses its opinion on
the Shares, and MUMSS has not analyzed the value of SBI Shinsei Bank’s shareacquisition rights, and the Fairness Opinion (MUMSS) does not in any way express
opinions on SBI Shinsei Bank’s share acquisition rights. The Fairness Opinion(MUMSS) and analysis makes no reference to the price of the Shares after
completion of the Transactions. The Fairness Opinion (MUMSS) does not express
an opinion regarding the exercise of voting rights by the Shares at the generalshareholders meeting of SBI Shinsei Bank to be held in connection with theTransaction, nor does it recommend approval of the Transactions. The Fairness
Opinion (MUMSS) does not express an opinion on the relative adequacy of theTender Offer Price when compared to the value received by DICJ and RCC throughthe collection of public funds (the “Repayment Value of Public Funds”). Furthermore,
MUMSS does not express its views on the Repayment Value of Public Funds anddoes not refer to this in its opinion in the Fairness Opinion (MUMSS). In expressing
its opinions and analyzing them in the Fairness Opinion (MUMSS), MUMSS relies on
the information already published or provided by SBI Shinsei Bank on the assumptionthat such information is accurate and complete and has not verified the accuracy andcompleteness of such information on its own. In preparing the Fairness Opinion(MUMSS), it is assumed that the financial forecast has been reasonably preparedand drafted by SBI Shinsei Bank’s management to reflect the best currently available
expectations and judgments regarding SBI Shinsei Bank’s future financial condition.
MUMSS assumes that all necessary permits, approvals and consents fromgovernment agencies, regulatory agencies and other authorities for the Transactions
are obtainable and that such permits, consents and approvals are not subject to any
delay, restriction or condition that would materially adversely affect the expected
benefits of the Transactions. MUMSS is not an advisor on legal, accounting, tax,
business regulation or corporate pension plans. MUMSS is a financial advisor, andwith respect to legal, accounting, tax, business regulation and corporate pension
matters, does not conduct verifications on its own and relies on the judgments of SBI
Shinsei Bank’s legal, accounting, tax, business regulation and corporate pension
advisors. In connection with the consideration to be paid to the holders of the Sharesin the Transactions, MUMSS does not express an opinion as to whether or not theamount or nature of the consideration to be paid to the directors, officers or
employees (regardless of their position or rank) of SBI Shinsei Bank is appropriate.
MUMSS has not conducted any independent evaluation or assessment of SBI
Shinsei Bank's assets and liabilities, and has not been provided any evaluation orassessment, except for relying on the future development of SBI Shinsei Bank's risk
assets and capital without independent verification. In addition, the amount of surplus
capital is an amount of capital that exceeds SBI Shinsei Bank's CET1 ratio target of
10%, which is determined on the assumption that the level of surplus capital isappropriate and is based on what SBI Shinsei Bank sets independently. MUMSS is
not an expert in the assessment of allowance for doubtful accounts, and has notconducted or been requested to conduct an independent assessment of theadequacy of allowance for doubtful accounts or to verify the credit information ofindividual receivables in SBI Shinei Bank. Accordingly, MUMSS assumed that SBI
Shinsei Bank's total allowance for doubtful accounts was adequate. MUMSS's
opinions are based on economic, financial, market and other conditions as of May
11, 2023 and information available to MUMSS as of May 11, 2023. Although eventsoccurring on or after May 11, 2023 may affect the opinions expressed in the Fairness
Opinion (MUMSS) or the assumptions used in the preparation of the Fairness
Opinion (MUMSS), MUMSS assumes no obligation to update, revise or reaffirm theopinions expressed in the Fairness Opinion (MUMSS). In expressing the opinions
expressed in the Fairness Opinion (MUMSS), MUMSS is not authorized to and has
not solicited any entity in connection with a merger, consolidation or otherextraordinary transaction involving SBI Shinsei Bank. Except for SBIHDs, MUMSS is
not engaged in negotiations with any entity that has indicated to MUMSS its interest- 31 -

in a possible acquisition of SBI Shinsei Bank or any part of the businesses thatcomprise SBI Shinsei Bank.
MUMSS intends to provide services as a financial advisor to SBI Shinsei Bank inconnection with the Transactions and to receive a fee in consideration for suchservices. The receipt of a substantial portion of the fees is contingent on the closingof the Transactions. Within two years prior to May 11, 2023, MUMSS or its affiliates
provided services as a financial advisor to SBI Shinsei Bank, including in connection
with the tender offer to SBI Shinsei Bank announced by SBIHD on September 9,2021, and MUMSS or its affiliates received fees in consideration for these services.
In addition, MUMSS and its affiliates may provide these services to SBIHDs, SBI
Shinsei Bank and their affiliates in the future, and may receive fees in consideration
for such services in the future. MUMSS (collectively, with the affiliates, "MUMSSGroup") provides global financial services, including banking, securities, trust,investment management and other financial services (collectively, these services,"Financial Services"). In addition to providing investment banking, finance andfinancial advisory services, securities business includes underwriting, trading,brokering, foreign exchange, commodities and derivatives transactions of securities.
In the ordinary course of underwriting, trading, brokerage services of securities andfinancing activities, MUMSS Group may hold a position of buyer or seller in the bonds,
shares or loans of SBIHDs, SBI Shinsei Bank or any company connected with theTransactions, currencies or commodities relating to the Transactions or related
derivative products, or otherwise provide financial services of MUMSS Group to
SBIHDs, SBI Shinsei Bank or any company connected with the Transactions, andmay engage in trading or other transactions for its own account or for the account of
its customers. MUMSS Group and its directors and officers may make self-funded
investments in, or operate funds that make self-funded investments in, bonds, sharesor loans of SBIHDs, SBI Shinsei Bank or any company connected with theTransactions, currencies or commodities relating to the Transactions or related
derivative products. In addition, MUMSS may provide normal brokerage services for
SBIHDs, SBI Shinsei Bank or other companies related to the Transactions.
(ii) Stock valuation report and fairness report obtained by the Special Committee from an
independent third-party calculation agent(A) Name of the calculation agent and the relationship with listed companies and the Bidder
In considering the Consulted Matters, the Special Committee requested FrontierManagement, a third-party calculation agent independent of SBIHDs, DICJ, RCC and SBI
Shinsei Bank, to calculate the value of the Shares, and obtained the Stock Valuation Report(Frontier Management) and the Fairness Opinion (Frontier Management) as of May 11, 2023.
Frontier Management is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank,and does not have material interests regarding the Transactions including the TOB.
The system of remuneration payable to Frontier Management related to the Transactions is
a fixed-remuneration payable regardless of success or failure of the Transactions rather thana system in which a performance fee is payable on condition of success of the Transactions.
As set out in “(iv) Decision-making process and reasons for SBI Shinsei Bank’s support of
the TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” above, on May 12, 2023,
SBI Shinsei Bank’s board of directors received the Stock Valuation Report (FrontierManagement) and the Fairness Opinion (Frontier Management) at the time when it received
the Findings Report from the Special Committee, and made a resolution as set out in “(viii)
Approval of the majority of directors of SBI Shinsei Bank without conflicts of interest and theopinion of non-objection of all auditors without conflicts of interest” in “(6) Measures to Ensure
the Fairness of the TOB such as the Measures to Ensure the Fairness of the Tender Offer
Price and the Measures to Avoid Conflicts of Interests” below based on the contents thereof.
(B) Summary of Calculation
Frontier Management has considered the calculation method to be adopted in calculating thevalue of the Shares from among several calculation methods, and based on the assumptionthat SBI Shinsei Bank is a going concern, Frontier Management believed that it is appropriate
to evaluate the value of the Shares from multiple perspectives. Based on this belief, Frontier- 32 -

Management has calculated the value of the Shares by adopting the following methods: themarket price method as the Shares are listed on TSE Standard Market, and the market shareprice exists; the comparable company analysis as there are comparable listed companies
and analogical inference of stock value is possible through the comparable listed company
analysis; and in addition, in order to reflect the status of future business activities in theevaluation, the Dividend Discount Model (“DDM Method”), which is a method that analyzes
the stock value by discounting Theoretical Dividends to the present value at the capital cost,and is used widely in the evaluation of financial institutions.
The range of values per share of the Shares calculated under each method is as follows.
Market Price Method:
Comparable Company Analysis：
DDM Method:

2,334 yen- 2,486 yen
1,865 yen- 3,359 yen
2,439 yen - 3,331 yen

Under the market price method, using May 11, 2023, the business day before theannouncement of the TOB, as the calculation reference date, the per share value of the
Shares was calculated to range from 2,334 yen to 2,486 yen based on 2,486 yen, the closing
price of the Shares on TSE Standard Market on the calculation reference date, 2,442 yen,
the simple average of closing prices for the past one month until that date, 2,397yen, thesimple average of closing prices for the past three months until that date, and 2,334 yen, thesimple average of closing prices for the past 6 months until that date.
Under the comparable company analysis, Mitsubishi UFJ Financial Group, Inc., Sumitomo
Mitsui Financial Group, Inc., Mizuho Financial Group, Inc., Aozora Bank, Ltd. And Sumitomo
Mitsui Trust Holdings, Inc. have been selected as the listed companies that are deemed tobe similar with SBI Shinsei Bank, and then the value of the Shares has been calculated using
the PER and PBR. As a result, the per share value of the Shares was calculated to range
from 1,865 yen to 3,359 yen.
Under the DDM Method, the stock value has been calculated by considering assumptions
considered reasonable, such as the Business Plan, and then discounting the future
Theoretical Dividends to the present value at a fixed discount rate. The discount rate is
between 6.21% and 7.21%, and the multiple method is used to calculate the going concern
value, with the PER of 8.28 to 10.12 and PBR of 0.56 to 0.68. As a result, the per share valueof the Shares was calculated to range from 2,439 yen to 3,331 yen.
The financial forecast based on SBI Shinsei Bank’s Business Plan, on which FrontierManagement based its DDM Method calculation, is as described in “(B) Summary of
Calculation” in “(i) Stock valuation report and fairness opinion obtained by SBI Shinsei Bank
from an independent financial advisor and third-party calculation agent” above. With respect
to such financial forecast, the Special Committee has confirmed the reasonableness of its
contents, material assumptions and the process of preparation, etc.
The financial forecast includes fiscal years that are expected to significantly increase or
decrease compared to the previous fiscal year, but the factors for the significant increase or
decrease are as described in “(B) Summary of Calculation” in “(i) Stock valuation report andfairness opinion obtained by SBI Shinsei Bank from an independent financial advisor andthird-party calculation agent” above.
In calculating the value of the Shares, Frontier Management used, in principle, the information
received from SBI Shinsei Bank and publicly available information, etc. as is, assuming thatall such materials and information used are accurate and complete, and that there are nofacts undisclosed to Frontier Management that could have a material impact on thecalculation of the value of the Shares. Frontier Management did not verify their accuracy andcompleteness on its own. Additionally, it is assumed that the information regarding SBI
Shinsei Bank’s Business Plan has been reasonably prepared based on the best estimatesand judgment currently available from SBI Shinsei Bank’s management. In addition, FrontierManagement has neither conducted any independent evaluation or assessment of SBI
Shinsei Bank’s assets and liabilities (including financial derivatives, off-balance-sheet assets
and liabilities, and other contingent liabilities), nor requested any third-party agent to appraiseor assess them. The calculation of the Shares by Frontier Management reflects the above- 33 -

information as of May 11, 2023.
(C) Overview of the Fairness Opinion (Frontier Management)
On May 11, 2023, the Special Committee has received an opinion (Fairness Opinion) from
Frontier Management to the effect that the Tender Offer Price is fair, from a financial point ofview, to SBI Shinsei Bank’s minority shareholders (excluding DICJ and RCC; the same
applies hereinafter in the Overview of the Fairness Opinion (Frontier Management)). In
addition to the results of the calculation of the value of the Shares conducted by FrontierManagement after receiving the disclosure of the Business Plan and financial information,etc. submitted by SBI Shinsei Bank and receiving an explanation thereof, the Fairness
Opinion (Frontier Management) has been submitted after hearing regarding the purpose andbackground of the TOB, examination of SBI Shinsei Bank’s business environment, economic,
market and financial conditions, etc. which Frontier Management deemed necessary, andexamination and review by an examination board of members independent of theengagement team of Frontier Management according to Frontier Management's internal
procedures.
(Note) In preparing the Fairness Opinion (Frontier Management), Frontier Management has
used publicly available information regarding SBI Shinsei Bank and information
provided to Frontier Management by SBI Shinsei Bank, and has assumed that all suchinformation is accurate and complete and that there are no facts that have not been
disclosed to Frontier Management that could materially affect its analysis andcalculation of the value of the Shares. Frontier Management has not independently
verified the accuracy and completeness of such materials and assumes no obligation
to do so. Therefore, Frontier Management does not assume any responsibility arisingfrom any deficiency in these materials or non-disclosure of material facts. In addition,
Frontier Management has neither conducted any independent evaluation or appraisal,
including any individual analysis or evaluation of SBI Shinsei Bank’s assets or liabilities(including financial derivatives, off-balance-sheet assets and liabilities, and othercontingent liabilities), nor has requested a third-party agent to evaluate or appraisethem. Furthermore, Frontier Management has neither evaluated nor investigated thecreditworthiness of SBI Shinsei Bank and its affiliates, including the applicability oflaws and regulations regarding bankruptcy proceedings, suspension of payments orsimilar matters. In addition, matters related to the amount of repayment of public funds
that DICJ and RCC may receive from SBI Shinsei Bank in the future after the TOB are
outside the scope of the Fairness Opinion (Frontier Management).
Frontier Management has assumed that the Business Plan, other forward-looking
information and materials of SBI Shinsei Bank have been reasonably prepared orreviewed by the management of SBI Shinsei Bank based on the best estimates andjudgment currently available, and that SBI Shinsei Bank’s financial condition willchange in accordance with such Business Plan. Frontier Management also does notguarantee the feasibility of the Business Plan and expresses no opinion on theanalyses or forecasts on which they were based or the assumptions on which they
were based.
Frontier Management is not a professional legal, accounting or tax agent, and does
not conduct any independent analysis or review on whether there are any legal,
accounting or tax issues related to the TOB, nor is it obligated to do so.
Frontier Management is acting as financial advisor of the Special Committee withrespect to the TOB and is involved in part of the negotiations relating to the TOB andwill received compensation for its services in connection with submitting the Fairness
Opinion (Frontier Management). In submitting the Fairness Opinion (FrontierManagement), the disclaimer and indemnification clauses set forth in the service
agreement between SBI Shinsei Bank and Frontier Management shall apply.
The Fairness Opinion (Frontier Management) is intended solely to provide the Special
Committee with information that will serve as a reference in considering theappropriateness of the Tender Offer Price in the TOB, and the information in the
Fairness Opinion (Frontier Management) is not expected to be provided to any other- 34 -

person. The Fairness Opinion (Frontier Management) does not express any opinion
on SBI Shinsei Bank’s share price after the announcement of the TOB. In addition, theFairness Opinion (Frontier Management) does not mention the positioning of the TOB
in SBI Shinei Bank’s business strategy or the benefits to be derived from theimplementation of the TOB, and does not express any opinion with respect to the
management judgment as to whether or not the TOB should be executed by SBI
Shinsei Bank. The Fairness Opinion (Frontier Management) also does not express
any opinion to minority shareholders, creditors or other related parties, and does not
solicit or recommend any minority shareholders to tender in the TOB or exercise theirshareholder rights such as voting rights in connection with the TOB in any way, and it
has no authority to do so. Therefore, Frontier Management does not assume any
responsibility to minority shareholders and third parties who rely on the Fairness
Opinion (Frontier Management).
It is assumed that the contents of the Fairness Opinion (Frontier Management) will
neither be disclosed to a third party, nor be used for any other purpose without theprior written consent of Frontier Management, whether by way of summary, reference,quotation, or otherwise, except as permitted in the service agreement between SBI
Shinsei Bank and Frontier Management.
The Fairness Opinion (Frontier Management) is based on the business environment,
economic, market, financial conditions and other conditions as of the date of theFairness Opinion (Frontier Management), and relies on information available to
Frontier Management as of such date. In submitting the Fairness Opinion (FrontierManagement), Frontier Management has neither conducted any analysis or review onwhether the Tender Offer price is the best price that can be achieved, nor is it obligatedto conduct such analysis or review.
The contents of the Fairness Opinion (Frontier Management) or the assumptions on
which it is based may be affected by future changes in the economic environment, etc.,
but Frontier Management assumes no obligation to revise, change or supplement its
opinion.
The Fairness Opinion (Frontier Management) does not infer or suggest any opinion
other than the matters expressly stated in the Fairness Opinion (Frontier Management)
or with respect to any matter on or after the date of submission of the Fairness Opinion(Frontier Management).
(iii) Stock valuation report obtained by the Bidder from independent third-party calculation agent(A) Name of the calculation agent and the relationship with listed companies and the Bidder
In determining the Tender Offer Price, SBIHDs have requested CGMJ, a financial advisor asa third-party calculation agent independent of DICJ, RCC and SBIHDs, SBI Shinsei Bank to
calculate the value of the Shares. CGMJ is not a related party of SBIHDs, DICJ, RCC and
SBI Shinsei Bank, and does not have material interests regarding the TOB.
(B) Outline of calculation
CGMJ has considered the calculation method to be adopted in calculating the value of the
Shares from among several stock value calculation methods, and it has calculated the valueof the Shares by using the following methods: the market price method that takes into accountthe trends of the share price of SBI Shinsei Bank; the comparable company analysis as there
are several listed companies that are comparable to SBI Shinsei Bank and analogicalinference of the value of the Shares is possible through the comparable company analysis;
and in addition, in order to reflect the status of future business activities in the evaluation, thedividend discount model, or the DDM Method, which is a method that analyzes the stock
value by assuming the capital adequacy ratio necessary for SBI Shinsei Bank to conduct its
business stably, and then discounting the profit attributable to shareholders after taking into
account the retained earnings, etc. necessary to maintain the core capital calculated from thecapital adequacy ratio to the present value at the cost of shareholders’ equity, and is usedwidely in the evaluation of financial institutions. SBIHDs have obtained the stock valuation
report (the “Bidder’s Stock Valuation Report”) from CGMJ on May 12, 2023. As SBIHDs
intend to determine and decide the Tender Offer Price after comprehensively considering the- 35 -

various factors described below and through discussions and negotiations with SBI Shinsei
Bank, they have not obtained an opinion concerning the fairness of the Tender Offer Price(fairness opinion) from CGMJ.
According to the Bidder’s Stock Valuation Report, the range of values per share of the Sharescalculated under each method is as follows:
Market Price Method:
2,334 yen - 2,486 yen
Comparable Company Analysis：
1,896 yen -3,524 yen
DDM Method:
2,078 yen -3,358 yen
Under the Market Price Method, based on 2,486 yen, the closing price of the Shares on TSEStandard Market on the calculation reference date, which is the business day immediately
preceding the date of the resolution by the board of directors of SBIHD concerning the TOB,
which is May 11, 2023, 2,442 yen, the simple average closing price of the Shares on TSEStandard Market for the past one period ending on the reference date (which is from April 12,2023 to May 11, 2023), 2,397 yen, the simple average of the closing prices for the past threemonths ending on such reference date (which is from February 13, 2023 to May 11, 2023)
and 2,334 yen, the simple average of the closing prices for the past six months ending onsuch reference date (which is from November 14, 2022 to May 11 2023), the range of the pershare value of the Shares is calculated to be from 2,334 yen to 2,486 yen.
According to the Comparable Company Analysis, the value of the Shares is calculated using
the ratio of the shareholders' equity per share, the tangible shareholders' equity per shareand the net profit for the current year per share to the market price, with reference to similar
listed companies that have been determined to be engaged in businesses similar to thebanking, consumer finance, credit card and leasing businesses operated by SBI Shinsei Bank
as a comparison, and the range of the per share value of the Shares is analyzed to be from1,896 yen to 3,524 yen.
According to the DDM Method, based on various factors such as the Business Plan provided
by SBI Shinsei Bank, SBI Shinsei Bank’s latest business performance trends, and publicly
available information, the per share value of the Shares is calculated by discounting the profit
attributable to shareholders to the present value at the cost of shareholders' equity after
assuming the capital adequacy ratio necessary for SBI Shinsei Bank to conduct its businessstably in the period from the fiscal year ending March 2024 to the fiscal year ending March
2025, and taking into account the internal reserves and other factors necessary to maintainthe capital calculated from the capital adequacy ratio, and the range of the per share valueof the Shares is analyzed to be from 2,078 yen to 3,358 yen. The financial projections basedon the Business Plan, which CGMJ used for the DDM Method, include fiscal years in whichsignificant gains are expected. Specifically, in the fiscal year ending March 31, 2025, CGMJ
expects the net profit for the current year to increase significantly year on year due to therealization of synergies from the measures that SBIHD Group as a whole, including SBI
Shinsei Group, has taken to date and an increase in earnings resulting from the efficientmanagement and reallocation of capital, including the liquidation and replacement of assets.
Furthermore, the synergies expected to be realized through the TOB are not reflected since
it is difficult to predict the probability or time frame for realizing synergies with SBI Shinsei
Bank at the time of the commencement of the TOB.
SBIHDs reviewed the Tender Offer Price in light of the ranges of stock values under theMarket Price Method, Comparable Company Analysis and DDM Method stated in the
Bidder’s Stock Valuation Report acquired from CGMJ, and in light of comprehensive
consideration of the result of the due diligence conducted by SBIHDs with respect to SBI
Shinsei Bank from late March 2023 to early -May 2023, trends in the market price of the
Shares, possibility of SBI Shinsei Bank to support the TOB, trends in the market price of the
Shares, and prospects for receiving tenders in the TOB and the results of discussions andnegotiations with SBI Shinsei Bank, SBIHDs decided today to set the Tender Offer Price at
2,800 yen per share. Although an initial analysis was conducted for reference, SBIHDs havedetermined that it is not possible to make a direct comparison with the premium analysis
granted in cases where a listed subsidiary is made a wholly-owned subsidiary by a parent
company of the same type as in this TOB, because the premium may vary depending on themarket share price at the time of each case and the level of the intrinsic value of target- 36 -

companies in each case that the Bidder considers reasonable, and has not considered thepremium analysis in the consideration of the Tender Offer Price.
The Tender Offer Price of 2,800 yen is the price at which a premium of 12.63% is added tothe closing price of 2,486 yen of the Shares on TSE Standard Market on May 11, 2023, whichis the business day immediately preceding the announcement date of the intention to conduct
the TOB; the price at which a premium of 14.66% is added to the simple average closing
price of 2,442 yen for the past one month (which is the period beginning from April 12, 2023
and ending on May 11, 2023); the price at which a premium of 16.81% is added to the simple
average closing price of 2,397 yen for the past three months (which is the period beginningfrom February 13, 2023 to May 11, 2023); the price at which a premium of 19.97% is added
to the simple average closing price of 2,334 yen for the past six months (which is the period
beginning from November 14, 2022 to May 11, 2023); the price at which a premium of 44.33%
is added to the closing price of 1,940 yen of the Shares on TSE Standard Market on
September 29, 2022, which is the business day immediately preceding the Approval Report
Date; the price at which a premium of 44.63% is added to the simple average closing priceof 1,936 yen for the past one month (which is the period beginning from August 30, 2022 toSeptember 29, 2022); the price at which a premium of 42.42 % is added to the simple averageclosing price of 1,966 yen for the past three months (which is the period beginning from June30, 2022 to September 29, 2022); the price at which a premium of 36.79% is added to thesimple average closing price of 2,047 yen for the past six months (which is the period
beginning from March 30, 2022 to September 29, 2022); the price at which a premium of
92.70% is added to the closing price of 1,453 yen of the Shares on TSE Standard Market on
September 8, 2021, which is the business day immediately preceding the date ofannouncement of the Previous TOB by the Bidder for the Shares; the price at which a
premium of 97.74% is added to the simple average closing price of 1,416 yen for the past
one month (which is the period beginning from August 9, 2021 to September 8, 2021); theprice at which a premium of 91.78% is added to the simple average closing price of 1,460
yen for the past three months (which is the period beginning from June 9, 2021 to September
8, 2021); and the price at which a premium of 75.99% is added to the simple average closing
price of 1,591 yen for the past six months (which is the period beginning from March 9, 2021
to September 8, 2021).
From January 28, 2021 to late March of the same year, SBIHD acquired the Shares by market
trading at the market price at that time (the average acquisition unit price of the Shares fromJanuary 28, 2021 to late March of the same year was 1,656.44 yen) and each such market
trading was conducted by competitive trading on the First Section of TSE, and unlike the TOB,no premium was granted. In addition, the Bidder acquired 100 Shares from SBIHD through arelative transaction on the acquisition date of September 9, 2021 at 1,418 yen per share (theclosing price of the Shares on the First Section of TSE on the 7th of the same month).
There is a difference of 1,382 yen between the Tender Offer Price (2,800 yen) and thepurchase price (1,418 yen) because, in addition to the movement in the share price of the
Shares since the time of the share acquisition, the share acquisition was a transfer of shares
between the 100% parent company and subsidiary company and, unlike the TOB, no
premium was granted.
In addition, the Bidder acquired the Shares at 2,000 yen per share through the Previous TOB
which commenced on September 10, 2021. There is a difference of 800 yen between theTender Offer Price (2,800 yen) and the tender offer price of the Previous TOB (2,000 yen),because the share price level of the Shares has changed (while the closing price of the
Shares on September 8, 2021, the business day immediately preceding the announcement
date of the Previous TOB was 1,453 yen, the closing price of the Shares on May 11, 2023,
the business day immediately preceding the announcement date of the TOB was 2,486 yen),
the premium level to the Tender Offer Price is different (while the Tender Offer Price (2,000yen) for the Previous TOB is the price at which a premium of 37.65% is added to the closing
price of 1,453 yen of the Shares on September 8, 2021, the business day immediately
preceding the announcement date of the Previous TOB, the Tender Offer Price is the priceat which a premium of 12.63% is added to the closing price of 2,486 of the Shares on May
11, 2023, the business day immediately preceding the announcement date of the TOB), and
SBI Shinsei Bank's financial projections used by the Bidder in its stock valuation calculation- 37 -

of the Shares and the results of the stock valuation calculation of the Shares based thereon
at each relevant time in the Previous TOB and the TOB have changed.
Further, from October 12, 2022 to October 19, 2022, the Bidder acquired Shares throughmarket transactions at the market price at that time (the average acquisition unit price of the
Shares from October 12, 2022 to October 19, 2022 was 2,144.62 yen), and each such market
trading was conducted by competitive trading on TSE Standard Market, and unlike the TOB,no premium was granted.
(4) Possibility of Delisting and Reasons Therefor
The Shares are listed on TSE Standard Market as of today, but the Bidder has set no maximum
number of shares to be purchased in the TOB and thus, depending on the results of the TOB, theShares may be delisted through prescribed procedures in accordance with the Delisting Criteriaof the TSE.
In addition, even if such criteria are not met at the time of the completion of the TOB, as describedin “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters Related to the So-Called
Two-Tier Takeover Strategy)” below, the Bidder plans to implement the Squeeze-out Procedures
after the completion of the TOB. Thus, in such case, the Shares will be delisted through prescribed
procedures in accordance with the Delisting Criteria of TSE. After the delisting, the Shares cannot
be traded on TSE.
(5) Policy on Organizational Structuring, Etc. After the TOB (Matters Related to the So-Called TwoTier Takeover Strategy)
As stated in “(i) Overview of the TOB" in "(2) Grounds and Reasons for, the Opinion on the TOB”
above, if the Bidder fails to acquire all of the Shares (excluding Shares owned by the Bidder,treasury shares owned by SBI Shinsei Bank and the Shares owned by DICJ and RCC) throughthe TOB, after the TOB is completed, the Bidder intends to implement the Squeeze-out
Procedures to make the Bidder, DICJ and RCC the only remaining shareholders of the SBI
Shinsei Bank in the following manner.
Specifically, SBIHDs will request SBI Shinsei Bank to hold an extraordinary general meeting ofshareholders at which the proposals will include a consolidation of the Shares in accordance with
Article 180 of the Companies Act (the “Share Consolidation”) and a partial change to SBI Shinsei
Bank’s articles of incorporation that will abolish provisions on share unit numbers on condition
that the Share Consolidation takes effect (the “Extraordinary Shareholders’ Meeting”). The Bidder,
DICJ and RCC plan to vote in favor of each of the above-mentioned proposals at the Extraordinary
Shareholders’ Meeting.
If the Share Consolidation is approved at the Extraordinary Shareholders’ Meeting, theshareholders of SBI Shinsei Bank will each, as of the date on which the Share Consolidation is
to take effect, retain a number of Shares corresponding to the Share Consolidation ratio approvedat the Extraordinary Shareholders’ Meeting. If the Share Consolidation results in fractional sharesthat constitute less than one full share and allocated to any particular shareholder, the number of
the Shares corresponding to the sum total of such fractional shares (fractional shares that is stillless than one full share even after aggregating all fractional shares, will be discarded; the same
shall apply hereinafter) will be sold to SBI Shinsei Bank or the Bidder in accordance with the termsof Article 235 of the Companies Act and the provisions of other relevant laws and regulations,and the shareholders of SBI Shinsei Bank who own such fractional shares will be provided withcash in exchange. With respect to the sale price of the Shares equivalent to the total number ofsuch fractional shares, the Bidder will request SBI Shinsei Bank to file a petition to a court for
permission for voluntary sale, after ensuring that as a result of such sale of aggregated fractional
shares, the cash amount to be provided to each shareholder of SBI Shinsei Bank who did nottender their shares in the TOB (excluding the Bidder, SBI Shinsei Bank, DICJ and RCC) will be
the same as the amount obtained when the number of Shares owned by each of suchshareholders is multiplied by the Tender Offer Price. Furthermore, although the consolidation ratioof the Share Consolidation is still undetermined as of the date of this press release, the Bidder
will request SBI Shinsei Bank to ensure that the decided-upon ratio will result in fractional shares
owned by each shareholder of SBI Shinsei Bank who did not tender in the TOB (excluding the
Bidder, SBI Shinsei Bank, DICJ and RCC) totaling less than one full share so that only the Bidder,
DICJ and RCC will retain all of the Shares (excluding treasury shares owned by SBI Shinsei Bank).
- 38 -

If the TOB is completed, SBI Shinsei Bank will accept these requests by the Bidder.
If the Share Consolidation results in fractional shares that constitute less than one full share, theregulations of the Companies Act with respect to the protection of minority shareholders in relation
to the above procedures allow the shareholders of SBI Shinsei Bank to request that SBI Shinsei
Bank purchase the Shares at a fair price that are expected to become fractional sharesconstituting less than one full share in their possession, as well as to petition to a court for adetermination regarding the fair price of the Shares in accordance with the provisions of Article
182-4 and 182-5 of the Companies Act and the provisions of other relevant laws and regulations.
As described above, in the Share Consolidation, the number of the Shares owned by eachshareholder of SBI Shinsei Bank who did not tender their Shares in the TOB (excluding the Bidder,
SBI Shinsei Bank, DICJ and RCC) is expected to be fractional shares that constitute less than
one full share. Therefore, shareholders of SBI Shisnei Bank dissenting from the Share
Consolidation will be able to file petition for a determination of the fair price. If the petition statedabove is filed, the definitive decision on the purchase price of the Shares will be made by a court.
With respect to the above procedures, the method and time of implementation may be changed
depending on the status of amendments to, implementation of, and interpretation by relevant
authorities of the relevant laws and regulations. However, even in such case, the method of theprovision of money to each shareholder of SBI Shinsei Bank who did not tender their shares in
the TOB (excluding the Bidder, SBI Shinsei bank, DICJ and RCC) will be applied, and the amountof money to be delivered to each such shareholder in such case will be calculated to be the sameas the Tender Offer Price multiplied by the number of Shares held by each such shareholder.
If the Extraordinary Shareholders’ Meeting stated above is to be held, SBIHDs will request thatSBI Shinsei Bank hold the Extraordinary Shareholders’ Meeting around August 2023. The specificprocedures to be taken and the timing of implementation of such procedures will be determinedthrough consultations with SBI Shinsei Bank, and SBI Shinsei Bank will promptly make a publicannouncement upon determination thereof. The TOB is not based on the intention to solicit
affirmative voting by the shareholders of SBI Shinsei Bank in the Extraordinary Shareholders’Meeting. Note also that the shareholders of SBI Shinsei Bank are each personally responsible for
consulting tax experts such as certified tax accountants regarding application for the TOB or the
tax treatment in tendering their shares in the TOB or each of the above procedures.
According to SBIHDs, if the Shares equivalent to the total number of fractional shares that
constitute less than one full share resulting from the Share Consolidation are sold to SBI Shinsei
Bank, the Bidder may additionally acquire the Shares by way of third-party allotment at thesubscription price that is substantially equivalent to the Tender Offer Price in order to enable SBI
Shinsei Bank to maintain appropriate equity capital after the sale.
(6) Measures to Ensure the Fairness of the TOB such as the Measures to Ensure the Fairness of theTender Offer Price and the Measures to Avoid Conflicts of Interests
As of today, since the Bidder falls under a controlling shareholder (parent company) of SBI Shinsei
Bank, and SBIHD, the parent company of the Bidder, falls under the parent company of SBI
Shinsei Bank, the Transactions fall under material transactions with controlling shareholders for
SBI Shinsei Bank. Also, taking into account that the Transactions including the TOB fall under atype of transactions in which the issues of structural conflicts of interests and information
asymmetry exists, SBI Shinsei Bank has taken the following measures in order to handle theseissues and ensure the fairness of conditions of the Transactions including the Tender Offer Price.
The Bidder believes that, if the minimum number of “majority of minority” were set in the TOB, thesuccess of the TOB would be unstable, which would be less likely to be beneficial for minority
shareholders who wish to tender their shares in the TOB, and that, as stated in “(1) Details of theOpinion on the TOB” above, delisting the Shares through TOB does not only contributes to thesustained improvement of the business valuation of SBIHD Group including SBI Shinsei Bank
Group, but also to the benefit of minority shareholders of SBI Shinei Bank. Therefore, theminimum number of shares to be purchased is not set in the TOB. However, since SBIHDs and
SBI Shinsei Bank has taken the following measures, SBI Shinsei Bank believes that sufficientconsideration is given to the benefit of minority shareholders of SBI Shinsei Bank.
In addition, a special resolution at the Shareholders’ Meeting provided in Article 309, Paragraph
2 of the Companies Act is a requirement when conducting the Share Consolidation as part of the- 39 -

Squeeze-out Procedures, but the total of the number of voting rights (1,490,727) pertaining to the
Shares held by the Bidder (1,021,599) (102,159,999 shares, ownership ratio: 50.04%) and thenumber of voting rights (DICJ: 269,128, RCJ: 200,000) pertaining to the Shares held by DICJ and
RCC (DICJ: 26,912,888 shares (ownership ratio: 13.18%), RCJ: 20,000,000 shares (ownership
ratio: 9.80%)), which have agreed with the Bidder to vote in favor of the proposal for the Squeezeout Procedures to be presented at the Extraordinary Shareholders’ Meeting exceeds two thirdsof the number of the total voting rights (2,041,449) pertaining to the number of shares(204,144,971 shares), which is obtained by deducting the treasury shares held by SBI Shinsei
Bank as of March 31, 2023 (889,718 shares) from the total number of issued and outstanding
shares of SBI Shinsei Bank as of March 31, 2023 (205,034,689 shares), as stated in Financial
Results of SBI Shinsei Bank, and the Squeeze-out Procedures can be implemented with certainty.
Thus, the Bidder has set no minimum number of shares to be purchased in the TOB.
(i)

Stock valuation report obtained by the Bidder from independent third-party calculation agent
In determining the Tender Offer Price, SBIHDs requested CGMJ, a financial advisor as a thirdparty calculation agent independent of SBIHDs, DICJ, RCC and SBI Shinsei Bank to calculate
the value of the Shares. CGMJ is not a related party of SBIHDs.
CGMJ has considered the calculation method to be adopted in calculating the value of the
Shares from among stock share value calculation methods, and it has calculated the value ofthe Shares by using the following methods: the market price method that takes into account thetrends of the share price of SBI Shinsei Bank; the comparable company analysis as there areseveral listed companies that are comparable to SBI Shinsei Bank and analogical inference ofthe value of the Shares is possible through the comparable company analysis; and in addition,in order to reflect the status of future business activities in the evaluation, the DDM Method,which is a method that analyzes the stock value by assuming the capital adequacy ratio
necessary for SBI Shinsei Bank to conduct its business stably, and then discounting the profit
attributable to shareholders after taking into account the retained earnings, etc. necessary tomaintain the core capital calculated from the capital adequacy ratio to the present value at thecost of shareholders’ equity, and is used widely in the evaluation of financial institutions. SBIHDs
have obtained the Bidder’s Stock Valuation Report from CGMJ on May 12, 2023. As SBIHDs
intend to determine and decide the Tender Offer Price after comprehensively considering thevarious factors described in “(iii) Stock valuation report obtained by the Bidder from independent
third-party calculation agent” in “(3) Matters Related to Calculation” above and throughdiscussions and negotiations with SBI Shinsei Bank, they have not obtained an opinion
concerning the fairness of the Tender Offer Price (fairness opinion) from CGMJ.

(ii)

Establishment of an independent special committee by SBI Shinsei Bank
(A) Background of establishment, etc.
As set out in “(iv) Decision-making process and reasons for SBI Shinsei Bank’s support of
the TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” above, SBI Shinsei Bank
established the Special Committee by a resolution adopted at the meeting of its board of
directors held on March 9, 2023.
Confirming that the candidate members of the Special Committee are independent of SBIHDs,
DICJ and RCC, and do not have material interests regarding the success or failure of theTransactions that are different from those of minority shareholders prior to such resolution, inorder to form the Special Committee with an appropriate size while ensuring the balance ofknowledge, experience and capacity of the Special Committee as a whole and sufficient
opportunities to have discussions and consultations, SBI Shinsei Bank appointed four
members including Mr. Yasuhiro Hayasaki (outside directors of SBI Shinsei Bank), Mr.
Masahiro Terada (outside directors of SBI Shinsei Bank), Ms. Ikuko Akamatsu (outside
auditors of SBI Shinsei Bank) and Ms. Miyako Suda (an outside expert committee member;belonging to The Canon Institute for Global Studies) as candidate members of the Special
Committee through consultations with the independent outside directors and the independent
outside auditors of SBI Shinsei Bank.
Although Ms. Miyako Suda is not an officer of SBI Shinsei Bank, SBI Shinsei Bank had aninterview with her since a prospective Special Committee member introduced her. As a result,
SBI Shinsei Bank found that Ms. Miyako Suda was more independent of SBI Shinsei Bank
than its independent outside officers, she was appointed as a member of the Policy Board of
the Bank of Japan and a university professor, and she has deep insights in economics and- 40 -

finance. Therefore, SBI Shinsei Bank appointed her because it believed that she wasappropriate as a member of the Special Committee. The members of the Special Committee
have not changed since the establishment thereof.
In establishing the Special Committee, SBI Shinsei Bank’s board of directors regarded theSpecial Committee as a panel independent of SBI Shinsei Bank’s board of directors, andresolved that (a) the Special Committee may delegate to a third party the stock valuation of
SBI Shinsei Bank, the provision of valuation reports, fairness opinion and other advice on theTransactions, and other matters that the Special Committee deems necessary in considering
the Consulted Matters, and in such case, SBI Shinsei Bank shall bear reasonable expenses
for such delegation, (b) SBI Shinsei Bank’s board of directors shall make decisions on theTransactions with the utmost respect to the decision of the Special Committee, and if theSpecial Committee determines that the conditions for the Transactions are not appropriate,
SBI Shinsei Bank’s board of directors shall not support the Transactions on such conditions,(c) the Special Committee is authorized to carry out certain acts, if it determines necessary,in relation to disclosures of the Tender Offer Price or other conditions for the TOB, or the
purpose and process of the Transactions (i.e. (A) the Special Committee’s authority to direct
the officers and employees/departments (excluding Hirofumi Gomi, Director, Katsuya
Kawashima, Director and Katsumi Hatao, Director, who have held positions as officers andemployees of the companies of SBIHD Group in the past; hereinafter the same.) to carry out
necessary investigations, (B) the Special Committee’s authority to direct the officers andemployees/departments to negotiate or make an arrangement with SBIHDs, the Financial
Services Agency, DICJ and RCC, and (C) the Special Committee’s authority tonegotiate/make an arrangement with SBIHDs, the Financial Services Agency, DICJ and RCC
by itself).
All members of the Special Committee will be paid a remuneration calculated based on thenumber of the meetings of the Special Committee for their services, regardless of thecontents of the report.
(B) Background of considerations
The meetings of the Special Committee were held a total of 24 times for a total of
approximately 44 hours from March 15, 2023 to May 11, 2023. Additionally, the members
fulfilled their duties related to the Consulted Matters by communicating with each other to,among other things, report, share information, deliberate, and make decisions.
The Special Committee has been considering the measures to be taken to ensure thefairness of the procedures in the Transactions, based on the opinions heard from Momo-o,Matsuo & Namba. Also, the Special Committee has received explanations from SBI Shinsei
Bank on the details, material conditions precedent and background of preparation regarding
the Business Plan prepared by SBI Shinsei Bank, and has confirmed and approved thereasonableness of these matters.
Moreover, the Special Committee has received explanations from SBI Shinsei Bank on the
purpose and significance of the Transactions and impact on SBI Shinsei Bank’s business,
etc., and has held question-and-answer sessions regarding these points. The Special
Committee has submitted questions to the Bidder, and has heldquestion-and-answer
sessions for the Bidder regarding the purpose and background of the Transactions, and the
management policies after the Transactions in an interview form.
Moreover, as set out in “(i) Stock valuation report and fairness opinion obtained by SBI
Shinsei Bank from an independent financial advisor and third-party calculation agent” and “(ii)Stock valuation report obtained by the Special Committee from an independent third-party
calculation agent” in “(3) Matters Related to Calculation” above, while each of MUMSS, afinancial advisor and third-party calculation agent of SBI Shinsei Bank, and FrontierManagement, a third-party calculation agent of the Special Committee, calculated the valueof the Shares based on the Business Plan, the Special Committee received explanations
from MUMSS upon the request of SBI Shinsei Bank as well as explanations from FrontierManagement on the calculation method for their calculation of the value of Shares, the reason
for the adoption of such method, the details of the calculation made by using each calculation
method and material assumptions. The Special Committee has held question-and-answer
sessions, deliberations and considerations to confirm the reasonableness of these matters.
- 41 -

In addition, the Special Committee received a report on negotiations between SBI Shinsei
Bank and the Bidder from SBI Shinsei Bank and MUMSS, a financial advisor and third-party
calculation agent of SBI Shinsei Bank from time to time, made deliberations andconsiderations on SBI Shinsei Bank’s negotiation policies based on advice from FrontierManagement, and expressed necessary opinions when appropriate.
Specifically, the Special Committee implemented a review based on analysis of and opinions
on the handling policies and policies for negotiations with the Bidder that SBI Shinsei Bank
heard from MUMSS and advice from Frontier Management from financial perspective uponreceiving proposals regarding the Tender Offer Price from the Bidder. The Special Committee
was involved in the entire process of consultation and negotiation between SBI Shinsei Bankand the Bidder regarding conditions for the Transactions including the Tender Offer Price,
such as expressing its opinions to SBI Shinsei Bank that it had no objection against SBI
Shinsei Bank’s intention to request that the Bidder reconsider the Tender Offer Price and on
the matters to be consulted with the Bidder in order to achieve the significance/purpose of
the Transactions for SBI Shinsei Bank. Consequently, on May 11, 2023, SBI Shinsei Bank
received a proposal from the Bidder setting the Tender Offer Price being 2,800 yen per share,
which resulted in the rise by 7.69% (rounded to the second decimal place) from the initial
proposed price through five proposals in total.
Moreover, the Special Committee has received an explanation from AMT several times
regarding the details of the press release pertaining to the TOB SBI Shinsei Bank is to publish
or submit, and confirmed that enough information is expected to be disclosed to the minority
shareholders.
(C) Details of decision
Under such circumstances, the Special Committee carefully discussed and considered theConsulted Matters multiple times, and based on its overall judgement and with approval ofthe majority of the committee members (3 out of 4 members), reported that it is appropriate
for SBI Shinsei Bank’s board of directors to express its opinion in support of the TOB, and forthe same to recommend its shareholders to tender their shares in the TOB, and submitted
the Findings Reports the contents of which are outlined below to SBI Shinsei Bank’s boardof directors on May 12, 2023.
Note that Mr. Masahiro Terada has added supplementary opinon and Ms. Miyako Suda has
attached counter opinion to the Findings Report. Please refer to “Supplementary opinion andcounter opinion” below.
(D) Details of reporting
1. Concerning Consulted Matters (a) (Whether the purpose of the Transactions andTransactions as a means to realize the purpose have legitimacy and reasonableness(including whether the Transaction will contribute to enhancing SBI Shinsei Bank's
corporate value)
The Special Committee believes that the purpose of the Transactions, and Transactions
as a means to realize the purpose have legitimacy and reasonableness and theTransactions will contribute to the sustainable enhancement of the corporate value of
SBI Shinsei Bank.
2. Concerning Consulted Matters (b) (Whether the fairness and appropriateness of the terms
and conditions of the Transaction (including the Tender Offer Price) have been ensured)
Although it is difficult to determine whether the Tender Offer Price is fair from theperspective of shareholder equality, the Special Committee believes that the terms of
the Transaction as a whole (including the Tender Offer Price) are fair and reasonable.
3. Concerning Consulted Matters (c) (Whether the interests of SBI Shinsei Bank's
shareholders will be adequately considered and explained through appropriate disclosureand fair procedures in the Transaction)
The Special Committee believes that appropriate disclosure has been made in theTransaction to the extent considered possible at this time, fair procedures have beentaken, and the interests of SBI Shinsei Bank's shareholders have been adequately
considered and explained.
- 42 -

4. Concerning Consulted Matter (d) (In addition to (a) through (c) above, whether theTransaction is considered not disadvantageous to minority shareholders)
In addition to Consulted Matters (a) through (c) above, the Special Committee is notaware of any matters that would make the Transaction disadvantageous to minority
shareholders.
5. Concerning Consulted Matter (e) (If it is necessary to enter into an agreement, etc. to which
SBI Shinsei Bank is a party in connection with or incidental to the Transaction, whether it
would be inappropriate for SBI Shinsei Bank to enter into the agreements. (The Special
Committee makes its determination, after considering the contents of the said
agreements.))
With respect to agreements regarding the handling of public funds to which SBI Shinsei
Bank is a party in connection with or incidental to the Transaction, the Special
Committee believes that it would not be inappropriate for SBI Shinsei Bank to enter into
the said agreements, taking into consideration the contents of the said agreements.
6. Concerning Consulted Matter (f) (Whether it is appropriate for SBI Shinsei Bank's board of
directors to express its opinion in support of the TOB based on the considerations in (a)through (e) above and, if it deems it appropriate, whether it is appropriate for SBI Shinsei
Bank's board of directors to further recommend its shareholders to tender their shares in
the TOB)
Based on the consideration of the above-mentioned Consulted Matters (a) through (e),and based on a comprehensive judgment, the Special Committee believes that it isappropriate for SBI Shinsei Bank's board of directors to express its opinion in support
the TOB, and for the same to recommend its shareholders to tender their shares in the
TOB.
(E) Reasons for reporting
1. Concerning Consulted Matters (a)(1) Legitimacy and Reasonableness of the Purpose of the Transactions
Based on the following points, the purpose of the Transactions can be found to belegitimate and reasonable. In addition, the Transactions will contribute to theenhancement of the corporate value of SBI Shinsei Bank.
The Special Committeereceived an explanation on the purpose of the Transactions, thespecific details of the corporate value of SBI Shinsei Bank expected to be enhanced by
the Transactions and other matters from SBIHDs and SBI Shinsei Bank (including the
explanations obtained during the question-and-answer sessions implemented by theSpecial Committee to SBIHDs).
A. Explanation by SBIHDs
According to the explanation received from SBIHDs, the purpose of the Transactions
is as follows.
 Given the current capital relationship, among the measures that will contribute to
the enhancement of the corporate value of SBI Shinsei Bank and the medium tolong term growth of the entire Both Groups, it will be difficult in the short term toactively implement measures whose significance is difficult for minority
shareholders of SBI Shinsei Bank to grasp (For example, measures for up-front
investment that requires time to maximize profits for SBI Shinsei Bank andcollaboration with SBIHD Group that requires time to realize growth for SBI
Shinsei Bank.). In addition, when SBI Shinsei Bank Group implements atransaction with SBIHD Group, it is necessary to conduct pre-screening and posttransaction/action monitoring by the "Parent Company Transaction Screening
Committee" consisting of SBI Shinsei Bank's independent outside directors fromthe viewpoint of protecting the interests of minority shareholders, which make it
impossible to make a prompt decision on the transaction with between SBI
Shinsei Bank Group and SBIHD Group. Therefore, taking SBI Shinsei Bank
private will further strengthen collaboration between SBI Shinsei Bank and
SBIHD Group companies, enable the prompt and flexible decision-making, as
well as actively implement various measures that could lead to the medium to- 43 -

long term growth of Both Groups.
After the implementation of the Transactions, in the retail sector, SBI Shinsei
Bank will further strengthen collaboration with SBIHD Group companies in thethree businesses of financial instruments intermediary, bank agency, andcooperative store management (Specifically, consideration of measures such as
expanding sales of unsecured loans of SBI Shinsei Bank, realizing a "Super
App" in each region with regional financial institutions, acquiring new customers
for unsecured loans through collaboration with SBI SECURITIES Co., Ltd., andintroducing affiliated stores in the installment sales business through SBIHD
Group's affiliates.). Also, in the institutional business, SBI Shinsei Bank is
considering flexible and prompt execution of business collaborations in varioustransactions (For example, to provide loans and other tailor-made financing
promptly and flexibly, which is one of SBI Shinsei Bank’s strengths, tocompanies that are referred by investment targets of SBI Investment Co., Ltd.
which is a venture capital of SBIHD Group and regional financial institutions.).
SBIHDs recognize the repayment of public funds as one of the most important
issues for SBI Shinsei Bank and believe that it is their social responsibility topave the way for the early repayment of the public funds after taking SBI Shinsei
Bank private. By paving the way for the repayment of the public funds, it will bepossible to further increase the flexibility of SBI Shinsei Bank's business
operations, including the flexibility of its capital policy, which is expected tofurther enhance SBI Shinsei Bank's corporate value over the medium to longterm.
If SBI Shinsei Bank ceases to be a listed company, it will be able to reduce
various costs associated with the listing, such as annual listing fees and audit
fees related to audit under the Financial Instruments and Exchange Act.
TSE Standard Market, where SBI Shinsei Bank is listed, has a listing
maintenance standard of 25% or more of tradable shares, and since the Bidder,
DICJ and RCC, together own 73.02% of the Shares, SBI Shinsei Bank’s tradable
equity ratio is not high enough, and there is a risk that SBI Shinsei Bank will
have difficulty maintaining its listing in the future. Therefore, it is also in theinterest of SBI Shinsei Bank’s minor shareholders to provide them with anopportunity to sell their shares by taking SBI Shinsei Bank private through theseries of procedures including the TOB.

B. Views of SBI Shinsei Bank
According to the explanation of SBI Shinsei Bank, it believes that the purpose of theTransactions is as follows.
 The following synergies can be realized through the Transactions:(i) SBI Shinsei Bank believes that further support from SBIHD Group is possible in
the retail and corporate sectors in SBI Shinsei Bank Group. However, according
to SBIHD Group, it has a limitation to the provision of SBIHD Group's support
for SBI Shinsei Bank Group because SBI Shinsei Bank is no more than one of
the consolidated subsidiaries of SBIHD Group and shareholders of SBI Shinsei
Bank other than the Bidder will receive a portion of the profits from theenhancement of the corporate value of SBI Shinsei Bank Group. Therefore, asa result of the Transactions, SBI Shinsei Bank Group will receive further support
from SBIHD Group as the Bidder acquires more Shares and further strengthens
its business by mutual complement in functions and customer base.
(ii) SBI Shinsei Bank has used its original management functions as anindependent listed company. However, the delisting of the Shares through theTransactions will help eliminate double consumption of management resources
and sophisticate business management by, for example, integration of theoverlapping management functions in SBI Shinsei Bank Group and SBIHD
Group.
(iii) In addition, under the current capital relationship, the optimization of thebusiness portfolios of SBIHD Group and SBI Shinsei Bank Group required very
careful judgment and was hampered in speed from the perspective of respecting
the interests of the minor shareholders of SBI Shinsei Bank. SBI Shinsei Bank
believes that the Transactions will remove the restriction of respecting theinterests of its minor shareholders, enable more rapid optimization of the- 44 -

business portfolios, as well as optimal and rapid allocation of management
resources across Both Groups.
(iv) The delisting of the Shares through the Transactions will help reduce various
costs required for maintaining the listing including audit fees, costs relating tothe operation of shareholders’ meetings, and costs relating to the delegation ofadministrative affairs to the shareholder register administrator.


Therefore, since the Special Committee believes that the delisting of the Shares
will enable more rapid and flexible decision-makings, further integration with
SBIHD Group, building and execution of medium to long term management
strategies, as well as realization of the synergies and benefits of (i) through (iii)
above, the Transactions will contribute to the enhancement of the corporate
value of SBI Shinsei Bank.

C. Review by the Special Committee
There is no particular unreasonable point in the contents described in A and B above
as explained by SBIHDs and SBI Shinsei Bank, and the purpose of the Transactions
can be found to be legitimate and reasonable.
Especially, as explained by SBIHD, although the significance of the delisting of the
Shares is difficult for the minority shareholders of SBI Shinsei Bank to grasp in the
short term, it is recognized that it will contribute to the sustainable enhancement of
the corporate value of Both Groups by implementing flexibly and promptly, without
being bound by conventional ideas, measures that will contribute to the sustainableenhancement of corporate value and medium to long term growth of Both Groups,
and by further strengthening the collaboration between SBI Shinsei Bank Group and
SBIHD Group by promptly implementing transactions between Both Groups without
giving special consideration to the perspective of the interests of the minority
shareholders of SBI Shinsei Bank.
Based on the above, the Special Committee believes that the Transactions will not
only enhance the corporate value of SBIHD Group but will also contribute to thesustainable enhancement of the corporate value of SBI Shinsei Bank over the
medium to long term.
(2) Legitimacy and Reasonableness of the Transactions as a Means to Realize the Purpose
In light of the following points, it can be found to be legitimate and reasonable toimplement the Transactions as a means to realize the purpose described in (1) above.
Under the Transactions, a tender offer will be made for the purpose of delisting theShares, and if the Bidder fails to acquire all of the Shares by the TOB, it is assumed thatthe Bidder will acquire all of the Shares by conducting a squeeze out through aconsolidation of share after the completion of the TOB.
The method of conducting a tender offer in the first step and a squeeze out by way ofa
consolidation of share in the second step is the method generally adopted in transactions
for going private, such as the Transactions, and thus nothing particularly unreasonable
can be found in the method of implementing the Transactions itself.
In addition, with regard to the measures to be implemented after the Transactions, whichwere explained by SBIHDs, it may be implemented under the current capital structure
as SBI Shinsei Bank is already a subsidiary of the Bidder. However, as explained by
SBIHDs, in relation to SBI Shinsei Bank's policy decisions under the current capital
structure, among the measures that will contribute to the enhancement of the corporate
value of SBI Shinsei Bank and the medium to long term growth of Both Groups, it will bedifficult in the short term to promptly implement measures whose significance is difficult
for minority shareholders of SBI Shinsei Bank to grasp, and there are constraints on theimplementation of transactions between SBI Shinsei Bank Group and SBIHD Group that
require screening and monitoring by the Parent Company Transaction Screening
Committee, and thus the delisting of the Shares is expected to lead to faster and more
active implementation of these measures. Therefore, it cannot be said that all of the- 45 -

measures to be implemented after the Transactions explained by SBIHDs can be
implemented under the current capital structure, and in the sense of accelerating theimplementation of these measures, it is found to be reasonable to choose theTransactions as a means to achieve the above purposes. Further, as explained by SBI
Shinsei Bank, SBI Shinsei Bank can expect further synergies and benefits from delistingof the Shares, and from this point, it is found to be reasonable to choose the Transactions
as a means to achieve the above purposes.
Furthermore, in light of the possibility that SBI Shinsei Bank may have difficulty inmaintaining its listing in the future, the implementation of the Transaction is consideredreasonable and appropriate because it will enable SBI Shinsei Bank to avoid the risk
associated with unexpected delisting, and by conducting the Transaction after taking
measures to ensure fairness, it will provide minority shareholders with an opportunity tosell the Shares they hold at a fair price.
Based on the above, it can be found to be legitimate and reasonable to implement theTransactions as a means to realize the above purpose.
2. Concerning Consulted Matters (b)(1) Fairness of the Tender Offer Price
A. Calculation of prices by independent financial advisors
SBI Shinsei Bank has received the stock valuation report about the Shares fromMUMSS, a financial advisor and third-party calculation agent independent of SBIHD
Group and SBI Shinsei Bank. The Special Committee has received detailed
explanations from MUMSS on the calculation method for its calculation of the valueof the Shares, the reason for the adoption of such method, the details of thecalculation made by using each calculation method and material assumptions, andhas held question-and-answer sessions for MUMSS and SBI Shinsei Bank regarding
detailed values or assumptions on which the calculation is based, thereasonableness of the calculation method, etc. In addition, as described below,
Frontier Management, which was appointed by the Special Committee as a financial
advisor and third-party calculation agent independent of SBIHD and SBI Shinsei
Bank, explained to the Special Committee that it considered the selection of thecalculation method and the basis of the calculation, etc. of MUMSS to be reasonable
without particular unreasonable points.
As a result of consideration based on such explanation, the Special Committee did
not find any unreasonable points in MUMSS’s stock valuation report in light of generalvaluation practices.
According to the stock valuation report obtained by SBI Shinsei Bank from MUMSS,
the per share value of the Shares has been calculated to range from 2,334 yen to2,486 yen under the market price analysis, 1,764 yen to 3,005 yen under thecomparable company analysis, and 2,479 yen to 3,393 yen under the DMM Method.
The Tender Offer Price is above the upper limit of the per share value range underthe market price basis method and within the range of the per share value under thecomparable company analysis and the DMM Method.
In addition, in considering Consulted Matters (B), in order to ensure the fairness ofthe conditions of the Transactions including the Tender Offer Price, the Special
Committee appointed Frontier Management as its independent financial advisor andthird-party calculation agent, and obtained the stock valuation report for SBI Shinsei
Bank’s shares as of May 11, 2023.
The Special Committee has received detailed explanations from FrontierManagement regarding the calculation method used in the stock valuation and its
selection method, the reason for the adoption of such method, the details of thecalculation made by using each calculation method and material assumptions, has
held question-and-answer sessions for Frontier Management regarding thepositioning of several calculation methods, the details of the figures and assumptions
on which the calculation is based, and the treatment of SBI Shinsei Bank, etc., and- 46 -

has confirmed that the content of its stock valuation is reasonable.
According to the stock valuation report obtained by the Special Committee from
Frontier Management, the per share value of the Shares has been calculated torange from 2,334 yen to 2,486 yen under the average market price method, 1,865
yen to 3,359 yen under the comparable company analysis, and 2,439 yen to 3,331
yen under the DMM Method. The Tender Offer Price is above the upper limit of theper share value range under the market price basis method, above the median of therange of the per share value under the comparable company analysis, and near the
median of the per share value range based on the DMM Method.
From the viewpoint of reflecting SBI Shinsei Bank’s intrinsic value in the evaluation,emphasis should be placed on the DMM Method among the above calculation
methods, and the Tender Offer Price is positioned near the mediation in thecalculation results of the value of the Shares under the DMM Method in the stock
valuation reports obtained from MUMSS and Frontier Management.
B. Premiums over market share prices
The Tender Offer Price (2,800 yen) is the price at which a premium of 12.63% isadded to the closing price of 2,486 yen of the Shares on the TSE Standard Market
on May 11, 2023, which is the business day immediately preceding theannouncement date of the intention to conduct the TOB; the price at which a premiumof 14.66% is added to the simple average closing price of 2,442 yen for the past one
month; the price at which a premium of 16.81% is added to the simple averageclosing price of 2,397 yen for the past three months; and the price at which a premiumof 19.97% is added to the simple average closing price of 2,334 yen for the past six
months. Since the Transactions are transactions in which a listed subsidiary is madea wholly-owned subsidiary by a parent company, in light of the level of premiums
over the closing price on the business day immediately preceding the announcement
date, and the simple average closing price for the past one month, three months andsix months, respectively (over the closing price on the business day immediately
preceding the announcement date: 41.76 %; over the past one month: 43.47%; overthe past three months: 43.13%; over the past six months: 41.37 %) in 53 successful
cases of tender offers by parent companies for the purpose of delisting their listed
subsidiaries’ shares, which were announced after June 28, 2019, when the Fair M&A
Guidelines were announced, excluding cases in which the tender offer price wasdiscounted from the closing price on the business day prior to the announcement
date, such premiums over the Tender Offer Price are lower than that of the abovementioned tender offer in comparison with premiums over the closing price on thebusiness day immediately preceding the announcement date and the simple averageclosing price for the past one month.
On the other hand, on September 29, 2022 as the record date, which is the business
day immediately preceding September 30, 2022 when some news media reported
that the Bidder was found to have applied to the Financial Services Agency for theauthorization for a bank holding company, the price has a premium of 44.33% overthe closing price of the Shares of 1,940 yen on TSE Standard Market on the record
date, a premium of 44.63% over the simple average closing price of 1,936 yen forthe one month prior to the record date, a premium of 42.42% over the simple averageclosing price of 1,966 yen for the three months prior to the same date, and a premiumof 36.79% over the simple average closing price of 2,047 yen for the six months prior
to the same date. After the above-mentioned report on September 30, 2022, there isroom to evaluate that the market’s expectation for SBI Shinsei Bank to go private,similar to the Transactions, is factored into the share price, and the Special
Committee does not believe it is generally inappropriate to consider a premium fromthis point. The premiums in this case are considered to be comparable andreasonable in light of the level of premiums in other cases of tender offers by parent
companies for the purpose of delisting their listed subsidiaries’ shares.
C. Fairness of the procedure for the negotiation process
SBIHD initially proposed a price of 2,600 yen per share. Close negotiations were
- 47 -

conducted five times and finally the tender offer price of 2,800 yen per share wasagreed upon with a reasonable amount added (7.69%).
The details of the negotiations are as follows.
 The Special Committee requested that the price proposed by the Bidder (2,600
yen per share) be re-proposed, stating that it must be said that the price wasinsufficient in light of SBI Shinsei Bank’s intrinsic value.
 The Bidder again proposed 2,600 yen per share.
 The Special Committee requested the price increase, saying that the price
above 3,400 yen per share, which is close to the upper limit of the DDM Method,
can be fully justified.
 The Bidder proposed 2,700 yen per share.
 The Special Committee through SBI Shinsei Bank, made a management
presentation to the Bidder regarding the details of SBI Shinsei Bank's businessplan, SBI Shinsei Bank's steady-state earning capacity after the plan period insuch business plan, and upward revisions to SBI Shinsei Bank's results for the
fiscal year ending March 31, 2023, and requested that the Bidder reconsider the
price.
 The Bidder proposed 2,800 yen per share.
 The Special Committee requested that the price be raised to at least 3,000 yen
per share, based on discussions with SBIHDs. It also requested for an
appropriate minimum number of shares to be purchased to be set if this priceshould be less than 3,000 yen.
 SBIHDs again proposed 2,800 yen per share. However, the request to set aminimum number of shares to be purchased was refused because the minority
shareholders would benefit from the delisting of SBI Shinsei Bank through theTransactions as they would be granted an opportunity to sell their Shares at afair price, and to set a minimum number of shares to be purchased would
destabilize the establishment of the TOB.
 The Special Committee again requested for the minimum number of shares tobe purchased to be set.
 SBIHDs again refused to set a minimum number of shares to be purchased forthe above reasons.
As described above, SBI Shinsei Bank repeatedly sought to increase the tender offer
price and to set a minimum number of shares to be purchased and engaged insincere negotiations with the aim of making the TOB on the most favorable trading
terms to minor shareholders of SBI Shinsei Bank.
D. Obtaining fairness opinions from independent financial advisors
SBI Shinsei Bank obtained a fairness opinion from MUMSS. The Special Committee
received such fairness opinion on May 11, 2023.
In addition, the Special Committee obtained a fairness opinion from FrontierManagement on May 11, 2023.
The Special Committee’s, as a result of considering both of the above fairness
opinions, has determined that the procedures of the issuance and the contents ofboth fairness opinions were not unreasonable and were credible. Both of the fairness
opinions stated that the Tender Offer Price was fair to the minority shareholders of
SBI Shinsei Bank from a financial point of view.
E. Price analysis based on opinions in the stock valuation reports and fairness opinions
The stock valuation reports obtained by the Special Committee from MUMSS and
Frontier Management do not find any unreasonable points in terms of the calculation
method, the valuation process and the progress of calculation, etc. The Tender Offer
Price is above the range of the calculation results based on the market share pricemethod and is within the range of the calculation results based on the comparable
company method and the DDM Method. MUMSS and Frontier Management havealso submitted fairness opinions expressing an opinion that the Tender Offer Price isreasonable and fair to the minority shareholders from a financial point of view.
- 48 -

Furthermore, the Tender Offer Price exceeds the highest price of SBI Shinsei Bank’s
share price over the past 7 years.
The Tender Offer Price is located near the medium of the range of the calculation
results based on the DDM Method. While the premium level of the Tender Offer Priceis not sufficient compared to other companies’ cases based on the market share priceon the business day before the announcement of the TOB, it cannot be considered
to be unreasonable low and cannot be considered to be below a fair price even in
the light of other objective circumstances, taking into account that it is comparable tothe level of premium in similar cases on September 29, 2022 as the record date,
which is the business day immediately preceding September 30, 2022 when somenews media reported that the Bidder was found to have applied to the Financial
Services Agency for the authorization for a bank holding company.
F. Measures to Ensure Opportunities for Other Purchasers to Make Competing
Purchases
In the TOB, opportunities to make competing purchases from parties other than
SBIHDs. are secured, and the fact that such measures are taken is recognized as
one of the factors underlying the fact that the appropriateness of the Tender Offer
Price is ensured.
Based on the above, the Special Committee determined, after careful discussion andconsideration, that the Tender Offer Price is fair.
(2) Analysis and review in terms of the principle of shareholder equality with DICJ and RCC
A. Contents of the Four Party Agreement
The outline of the material provisions on the handling of the public funds in the FourParty Agreement is as follows: DICJ, RCC, SBIHD and SBI Shinsei Bank confirm that the amount of publicfunds DICJ and RCC need to collect is 349,374,894,942 yen (“Required
Collection Amount”).
 SBIHD and SBI Shinsei Bank endeavor to repay the Required Collection Amountas soon as possible to the extent it does not harm the financial soundness,
operational necessity and growth of SBI Shinsei Bank by way of dividends, etc.
from capital surplus in compliance with the Companies Act and other laws andregulations.
 After the Squeeze-out following the completion of the TOB becoming effective,
SBI Shinsei Bank and SBIHD shall propose the specific scheme on therepayment of the Required Collection Amount (including a planned schedule forthe repayment) to DICJ and RCC by March 31, 2025, then, DICJ, RCC, SBIHD
and SBI Shinsei Bank shall agree on the specific repayment scheme for theRequired Collection Amount (including a term required for the collection of theRequired Collection Amount (“Repayment Term”)) by June 30, 2025.
 The repayment scheme for the Required Collection Amount and the repaymentof the Required Collection Amount based thereon must consider the early
repayment of the Required Collection Amount, the compliance with the laws andregulations including the principle of shareholder equality, the financial
soundness, operational necessity and growth of SBI Shinsei Bank, and rights ofeach of SBI Shinsei Bank’s shareholder.
 During the effective term of the Four Party Agreement, SBI Shinsei Bank may
request that SBI Shinsei Bank acquire or transfer to a third party designated by
SBI Shinsei Bank all of SBI Shinsei Bank’s shares held by DICJ and RCC fromtime to time, with the amount deducting the total repayment amount for DICJ
and RCC from the Required Collection Amount being the total amount ofconsideration.
B. Analysis and review in terms of the principle of shareholder equality(i) Outline of review
As mentioned in 1(1), one of the purposes of the Transactions is to set out a course
for the repayment of the public funds, and according to the Four Party Agreement,
which has been executed for such purpose, it is expected to deliver total- 49 -

349,374,894,942 yen, which is the Required Collection Amount, as the dividends,
etc. from other surplus to, among SBI Shinsei Bank’s shareholders, DICJ and RCC
over a reasonable period. Therefore, since it is agreed in the Four Party Agreement
as of the commencement of the TOB to make dividends, etc. from other surplus to
DICJ and RCC, which are the common shareholders of SBI Shinsei Bank, until theamount of such dividends, etc. becomes equal to the Required Collection Amount,on the premise of such treatment, the Special Committee also conducted a review
on whether the Tender Offer Price is fair in terms of the principle of shareholder
equality (Article 109, Paragraph 1 of the Companies Act), a principle which requires
to treat shareholders equally in accordance with their status.
(ii) Explanation from SBIHDs
As mentioned above, the term until DICJ and RCC receive the Required Collection
Amount and the specific methods, etc. of its repayment (“Definitive Repayment
Scheme”) shall be proposed by SBIHD and SBI Shinsei Bank by March 31, 2025,
and agreed on by June 30, 2025, therefore it is not confirmed yet as of this moment.
Thus, SBIHDs gave an explanation that they were unable to predict the Repayment
Term of the Required Collection Amount under the Definitive Repayment Scheme
as of this moment.
On the other hand, the Special Committee discussed with SBIHDs about the
Repayment Term of the Required Collection Amount and the ideas on the principleof shareholder equality, since the Repayment Term of the Required Collection
Amount is important information to conduct review in terms of the shareholder
equality with minority shareholders. According to SBIHDs, the Repayment Term of
the Required Collection Amount under the Definitive Repayment Scheme isexpected to be proposed by March 31, 2025, and agreed on by DICJ and RCC byJune 30, 2025, although SBIHDs are unable to provide the specifics of this scheme
as of this moment. However, SBIHDs explained that their current idea on therepayment of the Required Collection Amount is to repay to DICJ and RCC (i) inlight of the profit level of SBI Shinsei Bank from time to time, (ii) based on the past
dividends amount and share buy back, the dividend payout ratio of general financial
institutions, and uncertainty of business environment including global financial
environment and business trend, and within the dividend payout ratio which cansecure SBI Shinsei Bank’s financial soundness and are sustainable in the long term,and (iii) by making dividends, etc. to the Bidder, DICJ and RCC in accordance with
their shareholding ratio.
(iii) Review by the Special Committee
SBIHDs’ explanation on their idea on the repayment of the Required Collection
Amount as of this moment is not concrete and the present value of the Required
Collection Amount cannot be calculated; however, there is nothing particularly
unreasonable about their explanation. Also, as mentioned above, in light of the factthat the Four Party Agreement also provides that the repayment scheme for theRequired Collection Amount and the repayment of the Required Collection Amountbased thereon must consider the early repayment of the Required Collection
Amount, the compliance with the laws and regulations including the principle ofshareholder equality, the financial soundness, operational necessity and growth of
SBI Shinsei Bank, and rights of each of SBI Shinsei Bank’s shareholder, SBIHDs’
explanation above is not found to be unreasonable, and it is interpreted that DICJ
and RCC also are not rejecting the idea of such repayment method.
Thus, the Special Committee, based on the idea above, discussed with SBI Shinsei
Bank, and MUMSS (which is a financial advisor of SBI Shinsei Bank) and FrontierManagement (which is a financial advisor of the Special Committee), and confirmedthat it would take a reasonable period to repay the Required Collection Amount withthe presumption of (i), (ii) and (iii) above. However, as stated above, because theDefinitive Repayment Scheme is undecided, and the anticipated Repayment Termof the Required Collection Amount based on the Definitive Repayment Scheme istherefore still uncertain, it is not possible to compare the quantitative value as ofpresent, and it is thus difficult to decide whether the Tender Offer Price is fair from- 50 -

the perspective of principle of shareholder equality, but it could neither be
immediately decided that the Tender Offer Price is unfair from the above.
(3) Concerning the fact that the minimum number of shares to be purchased is not set
As stated above, in light of the situation that it is difficult to decide whether the Tender
Offer Price is fair from the perspective of shareholder equality, the Special Committee
believes that it is desirable to provide a mechanism for the TOB to establish on condition
that a certain number of minority shareholders support the TOB. Therefore, the Special
Committee requested the Bidder to set a minimum number of shares to be purchased.
Towards the above request, the Bidder responded that it believes that setting theminimum number of shares to be purchased in the TOB would destabilize theestablishment of the TOB and would likely not be beneficial to minority shareholders whowish to tender in the TOB. Also, the Bidder believes that delisting of SBI Shinsei Bank
through the TOB would not only contribute to the sustainable enhancement of thecorporate value of Both Groups but would also benefit minority shareholders of SBI
Shinsei Bank. Therefore, the Bidder has not set the minimum number of shares to bepurchased in the TOB.
To set a minimum number of shares to be purchased would mean that the establishmentof the TOB is conditional that there are certain number of minority shareholders who
support the TOB, and in the TOB in which it is difficult to decide whether the Tender
Offer Price is fair from the perspective of principle of shareholder equality, while it isconsidered desirable to set this, it cannot be immediately said that the terms of theTransactions are unfair merely because the minimum number of shares to be purchased
is not set.
3. Concerning Consulted Matters (c)In this Transaction, (1) SBI Shinsei Bank established an independent special committee
and this special committee is found to be effectively functioning, (2) SBI Shinsei Bankand the Special Committee are found to have obtained advice from independent law
firms, (3) SBI Shinsei Bank and the Special Committee are found to have obtained stock
valuation reports and fairness opinions from financial advisor and third-party calculation
agent who are professionals and independent, (4) SBI Shinsei Bank is found to haveestablished a system to review, negotiate, and decide on the Transaction independently
from SBIHD Group, and (5) measures have been found to have been assumed toprovide SBI Shinsei Bank’s shareholders with an opportunity to make appropriate
judgment, and it could therefore be said that fair procedures are assumed. Furthermore,in the process of such fair procedures, the Special Committee received from AMT
explanations on the contents of the drafts of the press release concerning the TOB
scheduled to be released or submitted by SBI Shinsei Bank, and, therefore, sufficientconsideration and explanation were given to the interests of SBI Shinsei Bank’s
shareholders.
The details of above (1) to (5) are as follows.
(1) Establishment of an independent special committee by SBI Shinsei Bank
A. Background of establishment, etc. of the special committee
SBI Shinsei Bank established the Special Committee by a resolution adopted at themeeting of its board of directors dated March 9, 2023.
Confirming that the candidate members of the Special Committee are independentof SBIHDs, DICJ and RCC, and do not have material interests regarding the successor failure of the Transactions that are different from those of minor shareholders prior
to such resolution, in order to form the Special Committee with an appropriate size
while ensuring the balance of knowledge, experience and capacity of the Special
Committee as a whole, SBI Shinsei Bank appointed four members including Mr.
Yasuhiro Hayasaki (outside directors of SBI Shinsei Bank), Mr. Masahiro Terada(outside directors of SBI Shinsei Bank), Ms. Ikuko Akamatsu (outside auditors of SBI
Shinsei Bank) and Ms. Miyako Suda (an outside expert committee member;- 51 -

belonging to The Canon Institute for Global Studies) as candidate members of theSpecial Committee through consultations with the independent outside directors andthe independent outside auditors of SBI Shinsei Bank.
Although Ms. Miyako Suda is not an officer of SBI Shinsei Bank, she was appointed
as a member of the Policy Board of the Bank of Japan and a university professor,
and she has deep insights in economics and finance. Therefore, SBI Shinsei Bank
had an interview with her and appointed her because it believed that she wasappropriate as a member of the Special Committee. The members of the Special
Committee have not changed since the establishment thereof.
In establishing the Special Committee, SBI Shinsei Bank’s board of directors
regarded the Special Committee as a panel independent of SBI Shinsei Bank’s boardof directors, and resolved that (a) the Special Committee may delegate to a third
party the stock valuation of SBI Shinsei Bank, the provision of valuation reports,
fairness opinion and other advice on the Transactions, and other matters that theSpecial Committee deems necessary in considering the Consulted Matters, and insuch case, SBI Shinsei Bank shall bear reasonable expenses for such delegation,(b) SBI Shinsei Bank’s board of directors shall make decisions on the Transactions
with the utmost respect to the decision of the Special Committee, and if the Special
Committee determines that the conditions for the Transactions are not appropriate,
SBI Shinsei Bank’s board of directors shall not support the Transactions on suchconditions, (c) the Special Committee is authorized to carry out certain acts, if it
determines necessary, in relation to disclosures of the Tender Offer Price or otherconditions for the TOB, or the purpose and process of the Transactions (i.e. (A) theSpecial Committee’s authority to direct the officers and employees/departments(excluding Hirofumi Gomi, Director, Katsuya Kawashima, Director and Katsumi
Hatao, Director, who have held positions as officers and employees of the companiesof SBIHD Group in the past; hereinafter the same.) to carry out necessary
investigations, (B) the Special Committee’s authority to direct the officers andemployees/departments to negotiate or make an arrangement with SBIHDs, theFinancial Services Agency, DICJ and RCC, and (C) the Special Committee’s
authority to negotiate/make an arrangement with SBIHDs, the Financial Services
Agency, DICJ and RCC by itself).
All members of the Special Committee, regardless of how the contents of the report,
will be paid a remuneration calculated based on the number of Special Committee
meetings.
B. Background of considerations by the special committee
The meetings of the Special Committee were held a total of 24 times for a total of
approximately 44 hours from March 15, 2023 to May 11, 2023. Additionally, themembers performed their duties related to the Consulted Matters by communicatingwith each other to, among other things, report, share information, deliberate, andmake decisions.
The Special Committee has been considering the measures to be taken to ensure
the fairness of the procedures in the Transactions, based on the opinions heard from
Momo-o, Matsuo & Namba, the independent legal advisor to the Special Committee,
as indicated in below (2) B. Also, the Special Committee has received explanations
from SBI Shinsei Bank on the details, material conditions precedent and backgroundof preparation regarding the Business Plan prepared by SBI Shinsei Bank, and has
confirmed and approved the reasonableness of these matters.
Moreover, the Special Committee has received explanations from SBI Shinsei Bankon the purpose and significance of the Transactions and impact on SBI Shinsei
Bank’s business, etc., and has held question-and-answer sessions regarding thesepoints. The Special Committee has submitted questions to the Bidder, and has held
question-and-answer sessions for the Bidder regarding the purpose and backgroundof the Transactions, and management policies after the Transactions in an interview
form, and obtained responses thereto.
- 52 -

Moreover, each of MUMSS, a financial advisor and third-party calculation agent of
SBI Shinsei Bank, and Frontier Management, a financial advisor and third-party
calculation agent of the Special Committee, calculated the value of the Shares basedon the Business Plan. The Special Committee received explanations from MUMSS
on the calculation method for their calculation of the value of Shares, the reason for
the adoption of such method, the details of the calculation made by using eachcalculation method and material assumptions upon the request of SBI Shinsei Bank.
The special Committee also received explanations from Frontier Management on thecalculation method for their calculation of the value of Shares, the reason for the
adoption of such method, the details of the calculation made by using eachcalculation method and material assumptions. The Special Committee has held
question-and-answer sessions towards MUMSS and Frontier Management, madedeliberations and considerations and confirmed the reasonableness of these matters.
In addition, the Special Committee received a report on negotiations between SBI
Shinsei Bank and the Bidder from SBI Shinsei Bank and MUMSS, a financial advisor
and third-party calculation agent of SBI Shinsei Bank from time to time, madedeliberations and considerations on SBI Shinsei Bank’s negotiation policies basedon advice from Frontier Management, and expressed necessary opinions whenappropriate.
Specifically, the Special Committee implemented a review based on analysis of andopinions on the handling policies and policies for negotiations with the Bidder thatSBI Shinsei Bank heard from MUMSS and advice from Frontier Management fromfinancial perspective upon receiving proposals regarding the Tender Offer Price fromthe Bidder. The Special Committee was involved in the entire process of consultationand negotiation between SBI Shinsei Bank and the Bidder regarding conditions for
the Transactions including the Tender Offer Price, such as expressing its opinions to
SBI Shinsei Bank that it had no objection against SBI Shinsei Bank’s intention torequest that the Bidder reconsider the Tender Offer Price and on the matters to be
consulted with the Bidder in order to achieve the significance/purpose of theTransactions for SBI Shinsei Bank. Consequently, on May 11, 2023, SBI Shinsei
Bank received a proposal from the Bidder setting the Tender Offer Price at 2,800 yen
per share, which resulted in the rise by 7.69% (rounded to the second decimal place)from the initial proposed price through five proposals in total.
Based on the contents of above A and B, it is found that SBI Shinsei Bank established
an independent special committee and that this special committee is effectivelyfunctioning.
(2) Concerning acquisition of advice from an independent law firm by SBI Shinsei Bank andthe Special Committee
A. Acquisition of advice from independent law firm by SBI Shinsei BankSBI Shinsei Bank has appointed AMT as its legal advisor independent of SBIHDs,
SBI Shinsei Bank, DICJ and RCC, and received legal advice from AMT, including
advice with respect to the measures to be taken to ensure the fairness of procedures
taken in the Transactions, various steps to be taken for the Transactions, and themethod for decision-making by SBI Shinsei Bank for the Transactions and theprocess, etc. thereof.
AMT is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, and does
not have material interests regarding the Transactions including the TOB.
It is therefore found that SBI Shinsei Bank is acquiring advice from an independent
law firm.
B. Acquisition of advice from independent law firm by the Special Committee
SBI Shinsei Bank has appointed Momo-o, Matsuo & Namba as the Special
Committee’s legal advisor independent of SBIHDs, SBI Shinsei Bank, DICJ and RCC,
and received legal advice from Momo-o, Matsuo & Namba, including advice withrespect to the measures to be taken to ensure the fairness of procedures taken in- 53 -

the Transactions, various steps to be taken for the Transactions, and the method for
decision-making by SBI Shinsei Bank for the Transactions and the process, etc.
thereof.
Momo-o, Matsuo & Namba is not a related party of SBIHDs, DICJ, RCC and SBI
Shinsei Bank, and does not have material interests regarding the Transactions
including the TOB.
It is therefore found that the Special Committee is acquiring advice from an
independent law firm.
(3) Concerning acquisition of stock valuation report and fairness opinion by SBI Shinsei
Bank and the Special Committee from an independent financial advisor and third-party
calculation agent
A. Acquisition of stock valuation report and fairness opinion by SBI Shinsei Bank froman independent financial advisor and third-party calculation agent
SBI Shinsei Bank appointed MUMSS as its financial advisor and third-party
calculation agent independent of SBIHDs, SBI Shinsei Bank, DICJ and RCC, andreceived from MUMSS advice and assistance from a financial standpoint including
advice on the calculation of value of the Shares and negotiation policy with the Bidder,and obtained the stock valuation report and the fairness opinion as of May 11, 2023.
MUMSS is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, anddoes not have material interests regarding the Transactions including the TOB.
It is therefore found that SBI Shinsei Bank has acquired stock valuation report andfairness opinion from a professional and independent financial advisor and third party
calculation agent.
B. Stock valuation report and fairness opinion obtained by the Special Committee fromindependent third-party calculation agent
The Special Committee has appointed Frontier Management as a third-party
calculation agent independent of SBIHDs, SBI Shinsei Bank, DICJ and RCC. FrontierManagement has calculated the value of the Shares, and the Special Committee hasreceived advice and assistance from Frontier Management from a financial point ofview, including advice on the negotiation policy with the Bidder, and it has obtained
the stock valuation report and fairness opinion dated May 11, 2023.
Frontier Management is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei
Bank, and it does not have any material interest in the Transactions, including theTOB.
It is therefore found that the Special Committee has acquired stock valuation reportand fairness opinion from a professional and independent financial advisor and thirdparty calculation agent.
(4) Establishment of an independent review and negotiation system by SBI Shinsei Bank
After SBI Shinsei Bank received the initial proposal on the Transactions on February 8,2023, it has established a project team to deal with the consideration of theTransactions (including the preparation of the Business Plan that serves as the basis forcalculating the value of the Shares) and discussions and negotiations with the Bidder.
The project team consists of six members, who are officers and employees of SBI
Shinsei Bank, who shall not be concurrently serving, or have ever been in a position of,officers or employees of any of the companies of SBIHD Group, and such practicecontinues. One of the members of the project team (an executive officer of SBI Shinsei
Bank) was concurrently serving as an outside director of companies belonging to SBIHD
Group (without any remuneration for any such companies) from August 31, 2020 to April
3, 2023 along with the joint establishment of Regional Revitalization Partners Co., Ltd.
with other companies agree with the purpose of the regional development initiatives
advocated by SBIHD and share a common desire to realize regional development.
However, given that the executive officer has been working for SBI Shinsei Bank for- 54 -

more than 20 years and that he is responsible for the management and planning of SBI
Shinsei Bank as Executive Officer, General Manager of Group Strategy Planning
Division, in charge of Group Corporate Planning, it is essential for him to be involved in
the consideration of the Transactions (including preparation of business plan which willbe the basis for calculating the stock value of SBI Shinsei Bank) and the discussion andnegotiation with the Bidder. In addition, the project team does not have exclusive
decision-making authority and a system is in place to proceed with negotiations by
obtaining approval from the Special Committee, the Special Committee does notconsider that having the executive officer as a member of the project team will create
hindrance in establishing a system for SBI Shinsei Bank to independently review andnegotiate. On the other hand, the Four Party Agreement include material mattersconcerning SBI Shinsei Bank’s management after the implementation of theTransactions, including the repayment of public funds, and thus, Hirofumi Gomi, Director,
Katsuya Kawashima, Director and Katsumi Hatao, Director who have held positions as
officers and employees of the companies of SBIHD Group in the past, are also involvedin the review. However, the Special Committee does not consider that having Hirofumi
Gomi, Director, Katsuya Kawashima, Director and Katsumi Hatao, Director as membersof the project team will create hindrance in establishing a system for SBI Shinsei Bank
to independently review and negotiate.
Based on the above, it is found that SBI Shinsei Bank has established a system to review,negotiate, and decide independently from SBIHD Group.
(5) Measures to ensure that SBI Shinsei Bank’s shareholders have the opportunity to makean appropriate decision as to whether or not to tender their shares in the Tender Offer
The Special Committee received from AMT explanations on the contents of the drafts ofthe press release concerning the TOB scheduled to be released or submitted by SBI
Shinsei Bank multiple times, and confirmed that its contents are in accordance withapplicable laws and regulations, it is based on advice from the Financial Services Agency(Kanto Local Finance Bureau) and TSE, and that sufficient information would be
disclosed to minority shareholders.
In addition, SBIHDs have determined that the period for purchases in the TOB will be 30
business days, which is relatively long in light of the minimum period of purchasesprescribed by laws and regulations, which is 20 business days. It is therefore consideredthat SBI Shinsei Bank’s shareholders are given an opportunity to make an appropriate
decision on whether or not to tender in the TOB.
SBIHDs have also made it clear that (i) they plan to request SBI Shinsei Bank to hold an
Extraordinary Shareholders’ Meeting at which the proposals will include a consolidationof the shares promptly following the completion of settlement of the TOB, and that they
will not adopt a method whereby the right to request a price determination or the right torequest the purchase of shares will not be secured for shareholders of SBI Shinsei Bankand (ii) when the consolidation of shares is carried out, the money to be delivered toshareholders of SBI Shinsei Bank as consideration will be calculated so as to be equal
to the Tender Offer Price multiplied by the number of Shares owned by each suchshareholder. By doing so, SBIHDs have taken care to ensure that shareholders of SBI
Shinsei Bank have an opportunity to make an appropriate decision as to whether or not
to tender their shares in the TOB, and that this will not create coercion.
DICJ and RCC represented that they will vote in favor of a proposal on Squeeze-out
Procedures to be presented to the shareholders meeting after the TOB establishes, andbecause the Bidder, DICJ, and RCC together hold 73.02% of the Shares, the proposal
on Squeeze-out Procedures will most likely be adopted at the shareholders meeting. In
addition, SBIHD also represented that even if the purchaser of fractional shares isdecided through consultation with SBI Shinsei Bank, and even if SBI Shinsei Bank
should become such purchaser, if it is necessary to quickly recover the level of funds,
SBIHD will obtain consent from the authorities and it will respond to the request for
funding from SBI Shinsei Bank. From the above, it cannot be said that there aresituations that would create difficulties in implementing the Squeeze-out Procedures,and from this perspective, it cannot be said that the shareholders of SBI Shinsei Bank- 55 -

are being coerced to make their decision. It is therefore found that measures are
assumed to ensure that SBI Shinsei Bank’s shareholders are given an opportunity tomake an appropriate decision on whether or not to tender their shares in the TOB.
4. Concerning Consulted Matter (d)The Special Committee reviewed whether the Transactions are considered to be notdisadvantageous to the minority shareholders, in addition to above (a) to (c), and it foundno facts that the Transactions would create disadvantages to minority shareholders
excluding the points indicated in above (a) to (c).
5. Concerning Consulted Matter (e)The Four Party Agreement is an agreement to which SBI Shinsei Bank is required toenter into in connection with or incidental to the Transactions. For the reason set forth
below, the Special Committee believes that the Four Party Agreement is not considered
to cause a substantial disadvantage to the legal position of SBI Shinsei Bank and theminority shareholders and therefore it is not inappropriate for to enter into the Four Party
Agreement.
(1) Concerning the issue of indebtedness of public funds
Paragraph 1 of the Four Party Agreement is to confirm that the amount of public funds
remaining as of the date of the Four Party Agreement that DICJ and RCC are required
to collect from SBI Shinsei Bank (Required Collection Amount) is 349,374,894,942 yen
in total. In addition, Paragraph 2 of the Four Party Agreement provides that SBI Shinsei
Bank and SBIHD shall endeavor to repay the Required Collection Amount as soon as
possible, in compliance with the Companies Act and other laws and regulations, to theextent that it does not harm the financial soundness, business necessity and growthpotential of SBI Shinsei Bank.
Even if the Required Collection Amount is confirmed in these provisions and therepayment of such amount is agreed upon, (1) although the term "repayment" of publicfunds is used in the Four Party Agreement, the method of such "repayment" may be,
according to Paragraph 5 of the Four Party Agreement, treated as the repayment ofpublic funds by DICJ and RCC in cases of repayment of public funds executed prior to
the date of the execution of the Four Party Agreement and other methods agreed by
DICJ and RCC, but it is understood that it is assumed in principle that such repayment
shall be made by way of dividend from other capital surplus, which is different from therepayment method for legal or accounting monetary obligations, and (2) based on theabsence of any specific provision on the basis of the indebtedness, it can be understoodthat SBI Shinsei Bank does not owe any legal or accounting monetary obligation to DICJ
and RCC for the Required Collection Amount .
Since the approximate amount of the Required Collection Amount has already been
publicly available, it is not interpreted that SBI Shinsei Bank will owe legal or accounting
monetary obligations as described above, and the Required Collection Amount that SBI
Shinsei Bank recognizes is not different from the amount set forth in Paragraph 1 of theFour Party Agreement, the Special Committee believes that confirming the specificamount of the Required Collection Amount in Paragraph 1 of the Four Party Agreement
will not cause any disadvantage to SBI Shinsei Bank.
(2) Consideration from the perspective of equality between DICJ and RCC and minority
shareholders
As mentioned above, Paragraph 2 of the Four Party Agreement provides for an
obligation to make efforts to repay the Required Collection Amount to DICJ and RCC assoon as possible. However, as a precondition for such repayment, there is a restrictionthat the repayment shall be made in compliance with the Companies Act and other laws
and regulations, to the extent that the repayment does not harm the financial soundness,business necessity and growth potential of SBI Shinsei Bank. In addition, Paragraph 3of the Four Party Agreement provides that the Definitive Repayment Scheme and therepayment of the Required Collection Amount based thereon shall take into
consideration the compliance with laws and regulations, including the principle of- 56 -

shareholder equality, the financial soundness, business necessity and growth potentialof SBI Shinsei Bank, as well as the rights of each shareholder of SBI Shinsei Bank.
In light of the above, it would be difficult to interpret that the execution of the Four Party
Agreement would treat DICJ and RCC significantly advantageously compared tominority shareholders.
(3) Others
There are no other provisions that would be disadvantageous to SBI Shinsei Bank or theminority shareholders with respect to the Four Party Agreement.
6. Concerning Consulted Matter (f)It is considered that the purpose of the Transactions and the Transactions as the means
to achieve the purpose are just and reasonable, the Transactions contribute toenhancing the corporate value of SBI Shinsei Bank, the terms and conditions of theTransactions, excluding the Tender Offer Price, are fair and appropriate, appropriate
disclosure was made to the extent possible as of present, fair procedures were assumed,
and consideration and explanation were relatively given to the interests of SBI Shinsei
Bank’s shareholders with respect to the Transactions, no other matters are found inwhich the Transactions create disadvantages to minority shareholders, the Four Party
Agreement to which SBI Shinsei Bank is a party is executed in connection with orincidental to the Transactions are, by also taking into account the contents thereof, is not
an inappropriate agreement to be executed by SBI Shinsei Bank, and while it is difficult
to decide whether the Tender Offer Price is fair from the perspective of shareholder
equality, it can be said to be fair from a financial point of view, and in light of the fact that
the Transactions could provide minority shareholders with an opportunity to sell their
Shares at a financially fair price while avoiding the minority shares to be exposed to risks
arising from delisting of the Shares, it is considered appropriate for the board of directorsof SBI Shinsei Bank to express its opinion in support to the TOB, and for the same torecommend its shareholders to tender their shares in the TOB.
(F) Supplementary and dissenting opinions(a) Supplementary opinion of Committee member Masahiro Terada
The most difficult issue to be resolved in this case is whether the current value of theRequired Collection Amount to be repaid over a “reasonable period of time” to DICJ and
RCC in the repayment of public funds that will be made possible by the completion of
the Transactions will be substantially equal to the Tender Offer Price. Based on the
Bidder's explanation and the advice of MUMSS and Frontier Management, it is virtually
impossible to calculate the present value of the Required Collection Amount in detail.
Therefore, it is difficult to judge whether the Tender Offer Price of 2,800 yen can bejustified. In addition, I personally concluded that it is virtually impossible to determine
whether the Tender Offer Price is fair in terms of the principle of shareholder equality,
given the fact that it is not possible to present sufficient grounds and information to
explain to minority shareholders. As described above, as long as it is not possible toconfidently determine that the Tender Offer Price is a fair price from the perspective of
the principle of shareholder equality, it is more desirable from the viewpoint of protecting
minority shareholders to set a minimum number of shares to be purchased and to
implement the TOB by introducing a mechanism that respects the results of thetendering decision of the minority shareholders of SBI Shinsei Bank to a certain extent.
However, the final response from SBIHDs was that the minimum number of shares tobe purchased could not be set. Therefore, it is natural to conclude that the Tender Offer
Price is not recommended, but I have considered the following two points in view of theinterests of minority shareholders.
・ Repayment of public funds is SBI Shinsei Bank’s social responsibility that serves thecommon interests of the people. It is also an indispensable premise for further
enhancing the corporate value of SBI Shinsei Bank and a long-cherished aspirationof the officers and employees of SBI Shinsei Bank. This time, with the understanding
and cooperation of DICJ and RCC, we have reached the point where we can realize
this in just one step. I am doubt it will be in the common interest of the people (it isalso in the interest of the minority shareholders of SBI Shinsei Bank) to stop this- 57 -

transactions by emphasizing the equality of shareholders, which is impossible toquantitatively determine at this point.
・ As described above, the Tender Offer Price of 2,800 yen cannot be confidently
judged to be fair from the standpoint of the principle of shareholder equality. However,it cannot be said that the Tender Offer Price does not reach the level at which it canbe recommended to minority shareholders to accept the Tender Offer in light of thecurrent share price of SBI Shinsei Bank or the intrinsic value of SBI Shinsei Bank
(fairness opinions have been issued by MUMSS and Frontier Management). Even if
it is not possible to provide sufficient information to demonstrate the equality ofshareholders, it would be more conducive to the protection of minority shareholders
to provide them with the option to sell at the Tender Offer Price.
As a result of a comprehensive judgment including these two points, I finally conclude
that it is not inappropriate to recommend SBI Shinsei Bank’s shareholders to tendertheir shares in the TOB.
(b) Dissenting opinion of Committee member Miyako Suda
In light of the principle of equality of shareholders between DICJ and RCC and minority
shareholders, which is a unique circumstance in this case, if the Tender Offer Price of
2,800 yen is equal to the Required Collection Amount to be received in the future by thetwo organizations, the repayment period to the two organizations will be quite long, while
the Four Party Agreement provides that repayment will be made as soon as possible.
Therefore, under the Four Party Agreement, a specific repayment scheme to be agreed
by the end of June 2025 must take into consideration the principle of shareholder
equality, etc. However, it is impossible to assure that this commitment to the principleof equality will indeed be realized. And whether it is disadvantageous to minority
shareholders cannot be determined in light of the materials, etc. In order to recover for
this, the Special Committee requested the Bidder to set the minimum number of shares
to be purchased, but the Bidder declined the request. Therefore, as for the tender, I
must conclude not to recommend to shareholders to tender their Shares. The extent of
the risk of the Shares being delisted is uncertain, and even taking the delisting risk into
account, I cannot change my view with this Tender Offer Price.
(iii) Acquisition of advice from independent law firm by SBI Shinsei Bank
As stated in “(A) Suggestion by the Bidder and background of establishment of systems forreviewing” in “(iv) Decision-making process and reasons for SBI Shinsei Bank’s support of the
TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” in “3. Details of, and Grounds
and Reasons for, the Opinion on the TOB,” SBI Shinsei Bank has appointed AMT as its legal
advisor independent of SBIHDs, DICJ, RCC and SBI Shinsei Bank, and received legal advice
from AMT, including advice with respect to the measures to be taken to ensure the fairness ofprocedures taken in the Transactions, various steps to be taken for the Transactions, and themethod for decision-making by SBI Shinsei Bank for the Transactions and the process, etc.
thereof.
AMT is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, and does not havematerial interests regarding the Transactions including the TOB.
(iv) Acquisition of advice from independent law firm by the Special Committee
As stated in “(A) Suggestion by the Bidder and background of establishment of systems forreviewing” in “(vi) Decision-making process and reasons for SBI Shinsei Bank’s support of the
TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” in “3. Details of, and Grounds
and Reasons for, the Opinion on the TOB,” SBI Shinsei Bank has appointed Momo-o, Matsuo &Namba as the Special Committee’s legal advisor independent of SBIHDs, DICJ, RCC and SBI
Shinsei Bank, and received legal advice from Momo-o, Matsuo & Namba, including advice withrespect to the measures to be taken to ensure the fairness of procedures taken in theTransactions, various steps to be taken for the Transactions, and the method for decisionmaking by SBI Shinsei Bank for the Transactions and the process, etc. thereof.
Momo-o, Matsuo & Namba is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank,and does not have material interests regarding the Transactions including the TOB.
(v) Stock valuation report and fairness opinion obtained by SBI Shinsei Bank from an independent- 58 -

financial advisor and third-party calculation agent
As stated in “(ii) Establishment of an independent special committee by SBI Shinsei Bank” above,
SBI Shinsei Bank appointed MUMSS as its financial advisor and third-party calculation agent
independent of SBIHDs, DICJ, RCC, and SBI Shinsei Bank, and received from MUMSS advice
and assistance from a financial standpoint including advice on the calculation of value of the
Shares and negotiation policy with the Bidder, and obtained the Stock Valuation Report(MUMSS) and the Fairness Opinion (MUMSS) as of May 11, 2023.
MUMSS is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, and does not havematerial interests regarding the Transactions including the TOB.
(vi) Stock valuation report and fairness opinion obtained by the special committee from independent
third-party calculation agent
As described in “(ii) Establishment of an Independent special committee by SBI Shinsei Bank”
above, the Special Committee has appointed Frontier Management as a third-party calculation
agent independent of SBIHDs, DICJ, RCC, and SBI Shinsei Bank. Frontier Management has
calculated the value of the Shares, and Special Committee has received advice and assistancefrom Frontier Management from a financial point of view, including advice on the negotiation
policy with the Bidder, and it has obtained the Stock Valuation Report (Frontier Management)
and the Fairness Opinion (Frontier Management) on May 11, 2023.
Frontier Management is not a related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, andit does not have any material interest in the Transactions, including the TOB.
(vii) Establishment of an independent review system by SBI Shinsei Bank
As described in “(A) Suggestion by the Bidder and background of establishment of systems forreviewing” in “(vi) Decision-making process and reasons for SBI Shinsei Bank’s support of the
TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” in “3. Details of, and Grounds
and Reasons for, the Opinion on the TOB”, SBI Shinsei Bank has established an internal system
to review, negotiate and make decisions on the Transactions from a standpoint independent of
SBIHD Group.
Specifically, after SBI Shinsei Bank received the Initial Proposal on February 8, 2023, it hasestablished a project team that conducts reviews on the Transactions (including the preparationof the Business Plan that serves as the basis for calculating the value of the Shares), anddiscussions and negotiations with the Bidder. Its members do not concurrently serve as officers
or employees of any of the companies of SBIHD Group, and the members consist of a total of
six officers and employees of SBI Shinsei Bank who have never held positions as officers andemployees of companies of SBIHD Group in the past, and such practice continues. The one
person of the project team (an executive officer of SBI Shinsei Bank) was concurrently serving
as an outside director (unpaid for both positions) of a stock company that belongs to SBIHD
Group from August 31, 2020 to April 3, 2023 along with the joint establishment of Regional
Revitalization Partners Co., Ltd. with other companies that agree with the purpose of the regional
development initiatives advocated by SBIHD and share a common desire to realize regional
development. Given the fact that the executive officer has been working for SBI Shinsei Bankfor more than 20 years and that he is responsible for the management and planning of SBI
Shinsei Bank as Executive Officer, Group Strategy Planning Manager and Group Management
Planning Manager, he is added to the project team as it is believed that his involvement in theconsideration of the Transactions (including the preparation of a business plan that serves as
the basis for calculating the value of SBI Shinsei Bank’s Shares) as well as discussions andnegotiations with the Bidder is essential. Including such treatment, a confirmation has beenobtained from the Special Committee (as defined below) that there is no problem in terms of the
independency in the framework to consider the Transactions established in SBI Shinsei Bank,and it has also consulted with the Special Committee for the manner of involvement of suchexecutive officer and obtained a confirmation from the committee.
However, since the Four Party Agreement include material matters such as the repayment ofpublic funds concerning SBI Shinsei Bank’s management after the implementation of theTransactions, Hirofumi Gomi, Director, Katsuya Kawashima, Director and Katsumi Hatao,
Director who have held positions as officers and employees of the companies of SBIHD Groupin the past, are also involved in the review.
The Special Committee has approved that there are no problems with SBI Shinsei Bank’s review- 59 -

system (including the scope of SBI Shinsei Bank’s officers and employees involved in the review,negotiation and decision-making of the Transactions and their duties), including such practice,from the viewpoint of independence and fairness. SBI Shinsei Bank has reported to the Special
Committee about the involvement of Hirofumi Gomi, Director, Katsuya Kawashima, Director and
Katsumi Hatao, Director who have held positions as officers and employees of the companiesof SBIHD Group in the past, and obtained its confirmation.
(viii) Approval of the majority of directors of SBI Shinsei Bank without conflicts of interest and theopinion of non-objection of all auditors without conflicts of interest
As described in “(vi) Decision-making process and reasons for SBI Shinsei Bank’s support of
the TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” above, SBI Shinsei Bank’sboard of directors has carefully examined and discussed whether the Transactions, including
the TOB contribute to the enhancement of SBI Shinsei Bank’s corporate value, and whether theconditions of the Transactions, including the Tender Offer Price are reasonable by considering
the legal advice of AMT, advice of MUMSS, the contents of the Stock Valuation Report (MUMSS)
and the Fairness Opinion (MUMSS) as well as the contents of the Stock Valuation Report(Frontier Management) and the Fairness Opinion (Frontier Management) submitted to theSpecial Committee, and by respecting the decisions of the Special Committee indicated in the
Findings Report to the maximum extent.
As a result, as described in “(vi) Decision-making process and reasons for SBI Shinsei Bank’s
support of the TOB” in “(2) Grounds and Reasons for, the Opinion on the TOB” above, synergies
and advantages from (a) to (c) listed in “(C) Details of SBI Shinsei Bank’s decision-making” in“(vi) Decision-making process and reasons for SBI Shinsei Bank’s support of the TOB” in “(2)Grounds and Reasons for, the Opinion on the TOB” above will be achieved possible by taking
SBI Shinsei Bank private. Thus, it has been determined that it would be best for SBI Shinsei
Bank to go private, and at the meeting of SBI Shinsei Bank’s board of directors held today, it
was resolved, by a majority vote of six (five of whom are independent outside directors) (five infavor, one (outside director) against) of its nine directors who attended the discussion and thevote, to express an opinion to support the TOB and to recommend that SBI Shinsei Bank’s
shareholders tender their shares in the TOB.
The reasons for Director Ayumi Michi’s opposition to the resolution are as follows:
The Tender Offer Price (3,000 yen per share), which was last proposed by the Special
Committee to SBIHDs, and the minimum number of shares to be purchased, which was
proposed to be set by the Special Committee as a final condition in the event that the
proposal regarding the Tender Offer Price is not accepted, were both rejected. Also, giventhat one of the purposes of such proposals is to pave the way for the “repayment” of publicfunds, shareholders may determine the fairness of the Transactions and theappropriateness of participating in the TOB based on the amount of the “repayment” ofpublic funds after going private and the estimated time required for it. Considering the factthat the Findings Report explains such period as a “reasonable period,” and also in light ofthe dissenting opinions and supplemental opinions in the Findings Report, it is difficult tosay an “appropriate disclosure” sufficient to recommend the shareholders to participate in
the TOB has been made. Also, it is difficult to determine to support the Transactions andrecommend the shareholders to participate in the TOB based on the “conditions for theTransactions.”
In addition, at the above meeting of the board of directors, all three corporate auditors (two ofwhom are independent outside auditors) of SBI Shinsei Bank who attended the discussion
expressed the opinion that they had no objection to passing the resolution above.
Among the nine directors of SBI Shinsei Bank, Hirofumi Gomi, Director, Katsuya Kawashima,
Director and Katsumi Hatao, Director who have held positions as officers and employees of thecompanies of SBIHD Group in the past, and thus they did not attend the discussion and the voteof the meeting of SBI Shinsei Bank’s board of directors (including the above meeting of SBI
Shinsei Bank’s board of directors held today) related to the Transactions since the resolution of
the board of directors dated March 9, 2023 related to the establishment of the Special Committee
from the viewpoint of eliminating the risk of being affected by structural conflicts of interests andasymmetric information issues in the Transactions.
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(xi) Measures to ensure purchase opportunities from other purchasers
SBIHDs have not entered into any agreement with SBI Shinsei Bank that would restrict SBI
Shinsei Bank from having any contact with a competing bidder, such as an agreement that
includes a trade protection clause that would prohibit SBI Shinsei Bank from having any contact
with a competing bidder.
In addition, SBIHDs have determined that the period for purchases in the TOB (the “TOB Period”)
will be 30 business days, which is relatively long in light of the minimum period of purchasesprescribed by laws and regulations, which is 20 business days. SBIHDs intend to ensure theappropriateness of the Tender Offer Price by setting a relatively long TOB Period so as to ensurethat shareholders of SBI Shinsei Bank have an opportunity to make an appropriate judgment on
their acceptance of the TOB, while at the same time providing opportunities for parties otherthan SBIHDs to make competitive purchases.
(x) Measures to ensure that SBI Shinsei Bank’s shareholders have the opportunity to make anappropriate decision as to whether or not to tender their shares in the TOB
As described in “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters Related to
the So-Called Two-Tier Takeover Strategy)" above, SBIHDs have made it clear that (i) they plan
to request SBI Shinsei Bank to hold the Extraordinary Shareholders’ Meeting at which theproposals will include a consolidation of the Shares promptly following the completion of
settlement of the TOB, and that they will not adopt a method whereby the right to request a pricedetermination or the right to request the purchase of shares will not be secured for shareholdersof SBI Shinsei Bank and (ii) when the consolidation of shares is carried out, the money to bedelivered to shareholders of SBI Shinsei Bank as consideration will be calculated so as to beequal to the Tender Offer Price multiplied by the number of shares of SBI Shinsei Bank owned
by each such shareholder. By doing so, SBIHDs have taken care to ensure that shareholders of
SBI Shinsei Bank have an opportunity to make an appropriate decision as to whether or not totender their shares in the TOB, and that this will not create coercion.
4. Matters Concerning Material Agreements on the TOB(1) Four Party Agreement
SBIHD has executed the Four Party Agreement as of today with DICJ, RCC and SBI
Shinsei Bank, which includes the following details:(i)
SBIHD, DICJ, RCC and SBI Shinsei Bank have confirmed that the amount ofpublic funds remaining as of the date of execution of the Four Party Agreement (the "Required
Collection Amount") is 349,374,894,942 yen in total.
(ii)
SBIHD and SBI Shinsei Bank shall comply with the Companies Act and other laws
and regulations, and endeavor to repay the Required Collection Amount as soon as possible
to the extent that it does not harm the financial soundness, operational necessity and growthof SBI Shinsei Bank.
(iii)
SBIHD and SBI Shinsei Bank will work to further improve the earnings andcorporate value of SBI Shinsei Bank in order to repay such public funds at the earliest possible
time, and will propose a specific mechanism for such repayment (including an assumed
schedule for the repayment, the same shall apply hereinafter) by the end of March 2025 after
the effective date of the Share Consolidation. After such proposal, SBIHD, DICJ, RCC and
SBI Shinsei Bank shall discuss the specific mechanism for the repayment of the public funds
in good faith and reach an agreement on the specific mechanism by the end of June 2025 (theagreed upon specific mechanism including the repayment schedule of the required collectionof the Required Collection Amount shall be referred to as the "Definitive Repayment
Scheme,"). (However, the Definitive Repayment Scheme and the repayment of the Required
Collection Amount under the Definitive Repayment Scheme shall take into consideration theearly repayment of the Required Collection Amount, compliance with laws and regulations
including the principle of equality of shareholders, the financial soundness, business necessityand growth of SBI Shinsei Bank, and the rights of each shareholder of SBI Shinsei Bank.
SBIHD, DICJ, RCC and SBI Shinsei Bank confirm that the policy announced from time to timeby DICJ, as its general policy for the disposal of preferred shares, etc. subscribed for the
purpose of recapitalization (as of the date of execution of the Four Party Agreement, the policy
described in "Temporary Measures for Disposition of Preferred Shares, etc. Subscribed for
Recapitalization" dated October 28, 2005) will also apply to the handling of shares issued by
SBI Shinsei Bank held by DICJ and RCC from time to time (in the case that the contents
thereof are changed, including the shares issued by SBI Shinsei Bank after the change, the"Shares" in this Section (1)).
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(iv)
SBI Shinsei Bank and SBIHD shall make a good faith effort to ensure that therepayment of the public funds will be made in accordance with the repayment schedule for theRequired Collection Amount contemplated in the Definitive Repayment Scheme, and shallnotify DICJ and RCC by the end of June of each year following the year in which the Definitive
Repayment Scheme is agreed upon. If there is a prospect that the repayment of the publicfunds will be delayed and not meet the repayment schedule for the Required Collection
Amount contemplated in the Definitive Repayment Scheme, SBI Shinsei Bank and SBIHD
shall consult with DICJ, and RCC in good faith.
(v)
SBIHD, DICJ, RCC and SBI Shinsei Bank have confirmed that in addition to thedividend by SBI Shinsei Bank to DICJ, and RCC from other capital surplus, any method of
repayment of public funds that was treated by DICJ and RCC as repayment of public funds inthe case of repayment of public funds implemented prior to the execution date of the FourParty Agreement shall be treated as repayment of the public funds if a similar method isimplemented in relation to SBI Shinsei Bank. (However, to the extent that DICJ and RCC agree
that any methods falls under the repayment of the Required Collection Amount, the repaymentof public funds is not precluded by any other methods. If SBI Shinsei Bank or any third party
purchases any fraction of less than one share arising from Shares held by DICJ and RCC in
accordance with the Share Consolidation, the consideration for such purchase paid to DICJ,
and RCC shall be included in the repayment of the Required Collection Amount.
(vi)
During the effective term of the Four Party Agreement (Note1 ), SBI Shinsei Bank
may purchase, or request DICJ, and RCC to transfer to a third party designated by SBI Shinsei
Bank, all (but not a part of) the Shares held by DICJ, and RCC from time to time, for an
aggregate consideration equal to the amount of the Required Collection Amount less the total
amount of public funds repaid to DICJ, and RCC pursuant to (v) above. In the event of such arequest, DICJ, and RCC shall agree with the request to the extent that it does not breach laws
and regulations or the policy described in (iii) above (in this case, the breakdown of the amountto be paid to DICJ, and RCC shall be determined upon discussion between the parties.)(vii)
SBI Shinsei Bank and SBIHD shall comply with the arm's length rule (which meansa rule to prevent the undermining of soundness of bank management through transactions
involving conflicts of interest between a bank and companies within the banking group, etc.)with respect to transactions between SBI Shinsei Bank and SBIHD or its subsidiaries (meaning
subsidiaries as defined in Article 2, Paragraph 8 of the Banking Act) or affiliates.
(viii)
SBIHD, without the prior written consent of DICJ, and RCC, shall not transfer orotherwise dispose of the shares in the Bidder it holds to any third party, and shall not cause
the Bidder to transfer or otherwise dispose of the Shares it holds to any third party (provided,
however, excluding the case that (a) SBIHD transfers the shares of the Bidder to a SBIHD
Group Company (Note 2) or causes the Bidder to transfer the Shares to a SBIHD Group
Company (SBIHD Group Company receiving such transfer shall be referred to as the "SBIHD
Group Transferee") or (b) the total voting rights of SBI Shinsei Bank held by SBIHD Group
Companies after such transfer remain at least two-thirds (2/3). In the event of such transfer,
SBIHD shall remain obligated as a party to the Four Party Agreement, and if SBIHD Group
Transferee ceases to be a SBIHD Group Company, SBIHD shall itself acquire, or cause a SBIGroup Company to acquire, the shares of the Bidder or Shares held by such SBIHD Group
Transferee.). In addition, if any group company of SBIHD other than SBIHD holds Shares,
SBIHD shall cause such group company to comply with the same obligations as those of
SBIHD under the Four Party Agreement.
(ix)
SBI Shinsei Bank shall not make any decision on or approve certain matters (Note3) during the effective period of the Four Party Agreement without the prior written consent of
DICJ, and RCC.
(Note 1) The Four Party Agreement shall become effective as of the effective date of the
Share Consolidation and shall remain in effect from that date until DICJ, and RCC
complete the collection of the full amount of Required Collection Amount. However, (i)above shall become effective upon the execution of the Four Party Agreement.
(Note 2) The "SBIHD Group Company" referred to in (viii) above means SBIHD and its
subsidiaries (defined as a subsidiary in IFRS 10 of the Designated International
Financial Reporting Standards (IFRS) as stipulated in Article 93 of the Ordinance on
Terminology, Forms and Preparation Methods of Consolidated Financial Statements(Ordinance of the Ministry of Finance No. 59 of 1963, as amended)).
(Note 3) Meaning (a) Amendments to the Articles of Incorporation regarding addition of aclass of shares, change in the content of shares, or increase in the total number ofauthorized shares or total number of authorized class shares (except for those- 62 -

regarding the number of shares constituting one unit of shares) and any otheramendments to the Articles of Incorporation that may hinder the repayment of publicfunds (meaning the repayment of public funds in accordance with the Definitive
Repayment Scheme after an agreement on the Definitive Repayment Scheme has
been reached), (b) acquisition of treasury shares (excluding, acquisition of treasury
shares conducted in accordance with the Definitive Repayment Scheme after anagreement on the Definitive Repayment Scheme has been reached), (c) dividends
from surplus to shareholders other than DICJ or RCC (excluding, dividends form
surplus conducted in accordance with the Definitive Repayment Scheme after anagreement on the Definitive Repayment Scheme has been reached, and excluding
the dividends from surplus to be paid to all shareholders in the same order and inproportion to the number of holding shares, using retained earnings as the source offunds, of which the total amount payable in one fiscal year shall not exceed the total
amount of dividends paid by SBI Shinsei Bank effective during the fiscal year ended
March 2023), (d) approval for demand for share cash-out of a special controllingshareholder,(e) share consolidation (limited to those resulting in fractions), and (f) amerger, corporate split, share exchange, share transfer, share delivery, or otherreorganization, or the transfer or acquisition of all or a significant part of the business(excluding cases in which a resolution of SBI Shinsei Bank's shareholders' meeting is
not required). However, DICJ, and RCC accept that (a) SBI Shinsei Bank purchases
the aggregate number of fractions of Shares resulting from the Share Consolidation inaccordance with the procedures set forth in Article 235 of the Companies Act and (b)the Bidder subscribe for Shares by way of third-party allotment in order to enable SBI
Shinsei Bank to maintain appropriate equity capital after the purchase of the aggregate
number of fractions set forth in (a) above, and SBI Shinsei Bank will not need theapproval of DICJ, and RCC to implement the procedures necessary to conduct suchtransactions.
(2) Shareholders Memorandum
SBIHD has executed the Shareholders Memorandum as of today with DICJ, and RCC. In the
Shareholders Memorandum, SBIHD, DICJ, and RCC have confirmed that the Shareholders
Memorandum is executed subject to the execution of the Four Party Agreement, and mutuallycovenanted to comply with the provisions of the Four Party Agreement, and agreed that DICJ,
and RCC, as long as SBI Shinsei Bank resolved at the board of directors meeting andannounced that it would state its support to the TOB and recommend its shareholders to tendertheir shares in the TOB and the decision has not been withdrawn or changed, (i) would nottender the Untendered Shares in the TOB, and (ii) would exercise their voting rights to agreewith the proposal on the Share Consolidation to be submitted to the Extraordinary
Shareholders’Meeting of SBI Shinsei Bank to implement the Squeeze Out Procedures.
The Shareholders Memorandum will expire if the TOB is not completed by August 31, 2025.
5. Provisions of Benefits by the Bidder or its Specially Related Parties
Not applicable.
6. Response Policy with respect to Basic Policy Related to Control of the Company
Not applicable.
7. Questions to the Bidder
Not applicable.
8. Request for Postponement of TOB Period
Not applicable.
9. Future Outlook
Please see “(ii) Background, purpose and decision-making process of the Bidder’s decision to
implement the TOB” in “(2) Grounds and Reasons for the Opinion on the TOB” in “3. Details of,and Grounds and Reasons for, the Opinion on the TOB”, “(4) Possibility of Delisting andReasons Therefor” and “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters
Related to the So-Called Two-Tier Takeover Strategy)” above.
10. Matters Related to Transactions with Controlling Shareholders- 63 -

(1) Applicability of Transactions with Controlling Shareholders and Status of Compliance with Policy
on Measures to Protect Minority Shareholders
Since the Bidder is SBI Shinsei Bank’s controlling shareholder (parent company), the expressionof the opinion on the TOB constitutes the transactions with controlling shareholders. As the “Policy
on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder” indicated in the Corporate Governance Report that SBI Shinsei Bank has disclosed
on December 13, 2022, it has indicated that “Independent outside directors represent the majorityof SBI Shinsei Bank’s board of directors. The board discusses and deliberates materialtransactions and actions that may cause conflict of interest between major shareholders andminority shareholders for pre-screening and post-transaction/action monitoring. In addition, theParent Company Transaction Screening Committee consisting of all independent outside
directors was established to discuss and deliberate transactions with the parent company fromthe viewpoint of managing conflict of interest and protecting the interest of minority shareholders.”
As described in “(6) Measures to Ensure the Fairness of the TOB such as the Measures to Ensure
the Fairness of the Tender Offer Price and the Measures to Avoid Conflicts of Interests” in “3.
Details of, and Grounds and Reasons for, the Opinion on the TOB” above, SBI Shinsei Bank hastaken measures to address the issues of structural conflicts of interests and asymmetric
information, and to ensure the fairness of the conditions of the Transactions, including the Tender
Offer Price, including the establishment of the Special Committee with the approval of the Parent
Company Transaction Screening Committee, and thereby endeavoring to prevent the interests ofminority shareholders from being harmed. SBI Shinsei Bank believes that the response conforms
to the above policy.
(2) Matters Related to Measures to Ensure Fairness and Measures to Avoid Conflicts of Interest
As described in “(1) Applicability of Transactions with Controlling Shareholders and Status ofCompliance with Policy on Measures to Protect Minority Shareholders” above, the Transactions,
including the TOB, constitute SBI Shinsei Bank’s transactions with controlling shareholders, andthus SBI Shinsei Bank has determined that measures to ensure fairness and measures to avoid
conflicts of interest are necessary. SBI Shinsei Bank has made the decision after ensuring
fairness and avoiding conflicts of interests by taking the measures described in “(6) Measures to
Ensure the Fairness of the TOB such as the Measures to Ensure the Fairness of the Tender Offer
Price and the Measures to Avoid Conflicts of Interests” in “3. Details of, and Grounds and Reasons
for, the Opinion on the TOB” above.
(3) Summary of opinions obtained from a person who has no interest in the controlling shareholders
regarding the fact that transactions are not disadvantageous to minority shareholders
SBI Shinsei Bank has obtained the Findings Report from the Special Committee on May 12, 2023,
which provides that as a result of a comprehensive judgment, it is considered appropriate for theboard of directors of SBI Shinsei Bank to express its opinion in support of the TOB, and for thesame to recommend its shareholders to tender their shares in the TOB. For details, please see“(C) Details of decision” in “(ii) Establishment of an Independent Special Committee by SBI
Shinsei Bank” in “(6) Measures to Ensure the Fairness of the TOB such as the Measures to
Ensure the Fairness of the Tender Offer Price and the Measures to Avoid Conflicts of Interests”
in “3. Details of, and Grounds and Reasons for, the Opinion on the TOB” above. The Findings
Report also serves as an opinion on the fact that it is not disadvantageous to the minority
shareholders of SBI Shinsei Bank that the Bidder, DICJ and RCC will be the only remaining
shareholders of SBI Shinsei Bank through the Squeeze-out Procedures after the completion of
the TOB, as described in “(5) Policy on Organizational Structuring, Etc. After the TOB (Matters
Related to the So-Called Two-Tier Takeover Strategy)” in “3. Details of, and Grounds andReasons for, the Opinion on the TOB” above.
11. Others(1) Announcement of “Financial Results for FY 2022 [Japanese GAAP] (Consolidated)”
SBI Shinsei Bank has announced Financial Results of SBI Shinsei Bank today. For details, please
see the contents of such announcement.
(2) Announcement of “Dividend Payment from Retained Earnings”
Although it has been undecided whether or not to pay dividends for FY 2022, it has been decided
at the meeting of board of directors held today that dividends of 12 yen per share of surplus withthe reference date of March 31, 2023 will be paid. For details, please see the contents of such
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announcement.
(3) Announcement of “Announcement Regarding Candidates for Directors, Audit & Supervisory
Board Member and Substitute Audit & Supervisory Board Member"
SBI Shinsei Bank resolved at meeting of its board of directors held on today candidates for
directors, Audit & Supervisory Board member and Substitute Audit & Supervisory Board member
for the next term to be recommended at the 23rd Annual General Meeting of Shareholders
scheduled for June 27, 2023. For details, please see the contents of such announcement.
(Reference) Overview of the TOBWith respect to the overview of the TOB, please see the Notice Regarding Commencement of aTender Offer for the Shares of SBI Shinsei Bank, Limited (Securities Code: 8303) that has beenannounced by SBIHDs today.
End******SBI Shinsei Bank is a leading diversified Japanese financial institution providing a wide range of financial products andservices to both institutional and individual customers. The Bank has a network of outlets throughout Japan and is committed
in its pursuit of uncompromising levels of integrity and transparency in all of its activities in order to earn the trust of its
stakeholders, including customers, employees and shareholders. The Bank is committed to delivering long-term profit growthand sustainably increasing its corporate value for all its stakeholders. News and other information about SBI Shinsei Bank
are available at https://corp.sbishinseibank.co.jp/en/.
For further information, please contact:
Group Investor Relations & Corporate Communications Division
SBI Shinsei Bank, Limited (www.sbishinseibank.co.jp/english/)
SBIShinsei PR@sbishinseibank.co.jp (Inquiry form for the media)
SBIShinsei IR@sbishinseibank.co.jp (Inquiry form for investor and shareholder relations)- 65 -