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

Notice Regarding Share Consolidation, Abolition of the Provisions Regarding a Share
Unit, and Partial Amendment to the Articles of Incorporation
Tokyo (Tuesday, July 18, 2023) --- SBI Shinsei Bank hereby announces that its board of directors resolved
today to convene an extraordinary shareholders meeting to be held on September 1, 2023 (the“Extraordinary Shareholders Meeting”) and submit to the Extraordinary Shareholders Meeting the proposal
for share consolidation and the proposal for abolition of the provisions regarding a share unit and partial
amendment to the Articles of Incorporation, as below.
The common shares of SBI Shinsei Bank (the “Shares”) will meet the delisting criteria of Tokyo Stock
Exchange, Inc. (the “Tokyo Stock Exchange”) in the process of the procedures above. In doing so, it isplanned that the Shares will be designated as securities to be delisted between September 1, 2023 andSeptember 27, 2023, and then be delisted as of September 28, 2023. Please note that the Shares will nolonger be tradable on the Standard Market of the Tokyo Stock Exchange after they are delisted.
I. Share Consolidation
1. Purposes of and Reasons for the Share Consolidation
As announced in the “Notice Regarding Result of Takeover Bid for Shares of SBI Shinsei Bank by SBIRegional Bank Holdings Co., Ltd., Controlling Shareholder” dated June 24, 2023 (the “TOB Result Press
Release”), SBI Regional Bank Holdings Co., Ltd. (SBI Regional Bank HD”) executed the takeover bid for
the Shares (the “TOB”) with the period of takeover bid being from May 15, 2023 until June 23, 2023 (the“TOB Period”), resulting in the ownership of 109,707,388 Shares (Ownership Ratio (Note 1): 53.74%) as
of June 30, 2023 which is the commencement date of the settlement of the TOB.
(Note 1) “Ownership Ratio” refers to the ratio (rounded to the second decimal place; unless otherwise
stated, the same shall apply in the calculation of ratios) to the number of shares (204,144,971
shares), which is obtained by deducting the treasury shares owned by SBI Shinsei Bank as ofMarch 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), as stated in the “Financial Results for FY
2022 Japanese GAAP (Consolidated)” announced by SBI Shinsei Bank on May 12, 2023(“Financial Results of SBI Shinsei Bank”). The same shall apply hereinafter.
As announced in the “Notice Regarding Support to TOB for Shares of SBI Shinsei Bank by SBI Regional
Bank Holdings Co., Ltd., Controlling Shareholder, and Recommendation for Application for the TOB”
dated May 12, 2023 (including subsequent press releases concerning partial amendments thereto, the“Opinion Expressing Press Release”), after SBI Shinsei Bank received from SBI Regional Bank HD on
February 8, 2023 an initial proposal (the “Initial Proposal”) for the Transactions (which refer totransactions in which SBI Regional Bank HD would acquire all of the Shares (excluding the Shares heldby SBI Regional Bank HD, treasury shares held by SBI Shinsei Bank, and Shares held by the Deposit
Insurance Corporation of Japan (“DICJ”) and the Resolution and Collection Corporation (“RCC”)
hereinafter the same), and which aimed to take SBI Shinsei Bank private with SBI Regional Bank HD,
DICJ and RCC as the only remaining shareholders of SBI Shinsei Bank), SBI Shinsei Bank decided todeliberate if it would start considering such proposal at meetings of the board of directors. Then, SBI
Shinsei Bank established a special committee (the “Special Committee”) consisting of outside directors
and an outside auditor, and an outside expert and decided at the board of directors meeting on March 9,2023 to officially commence the review of the Initial Proposal.
Thereafter, as stated 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 andReasons for, the Opinion on the TOB” of the Opinion Expressing Press Release, the board of directors-1-

of SBI Shinsei Bank resolved at its meeting held on May 12, 2023 through the process below to express
its opinion in support of the TOB and to recommend its shareholders to tender their shares in the TOB.
(A) Proposal by SBI Regional Bank HD and background of establishment of systems forreviewing
On February 8, 2023, after SBI Shinsei Bank received from SBI Regional Bank HD the Initial
Proposal proposing that SBI Regional Bank HD would conduct the TOB for Shares with cash
consideration without setting a maximum and minimum number of shares to be purchased,with the aim of taking SBI Shinsei Bank private with SBI Regional Bank HD, DICJ and RCC
as the only remaining shareholders and if it becomes unable to acquire all of the Shares heldby shareholders other than DICJ and RCC through the TOB, it would implement the SqueezeOut Procedures (which refer to a series of procedures to make SBI Regional Bank HD, DICJ
and RCC the only shareholders of SBI Shinsei Bank) which are intended to limit theshareholders of SBI Shinsei Bank only to SBI Regional Bank HD, DICJ and RCC, SBI Shinsei
Bank decided to deliberate if it would start considering such proposal at its meetings of theboard 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 SBIHDs (as defined below), DICJ
and RCC, based on advice from Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
(“MUMSS”), with whom SBI Shinsei Bank has had a business relationship for some time andAnderson Mori & Tomotsune (“AMT”), with whom also SBI Shinsei Bank has had a business
relationship for some time to ensure the fairness of the Transactions, given that SBI Regional
Bank HD is a controlling shareholder (the parent company) of SBI Shinsei Bank and that SBI
Holdings, Inc., the parent company of SBI Regional Bank HD (“SBIHD” and together with SBI
Regional Bank HD, “SBIHDs”), is also the parent company of SBI Shinsei Bank. Specifically,
after February 8, 2023, SBI Shinsei Bank decided to advance preparation for theestablishment of the Special Committee, which consists of outside directors and an outside
auditor of SBI Shinsei Bank, and an outside expert.

SBI Shinsei Bank, then, officially decided by the resolution of its board of directors dated
March 9, 2023 to consider the Initial Proposal from SBI Regional Bank HD and informed
SBIHD of the decision 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 andto 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).
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-2-

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 (which refers to a company group that consistsof SBIHD, and its subsidiaries and equity method affiliates but excludes SBI Shinsei Bank
Group (which refers to SBI Shinsei Bank and its consolidated subsidiaries, equity method
affiliates, and unconsolidated subsidiaries; hereinafter the same) hereinafter the same) in thepast; hereinafter the same) to carry out necessary investigations, (B) the Special Committee’s
authority to direct the officers and employees/departments to negotiate or make anarrangement with SBIHDs, the Financial Services Agency, DICJ and RCC, and (C) theSpecial Committee’s authority to negotiate/make an arrangement with SBIHDs, the Financial
Services Agency, DICJ and RCC by itself) (for the manner to make resolutions at the boardof directors meeting, please see “(ix) Approval of the majority of directors of SBI Shinsei Bank
without conflicts of interest and the opinion of non-objection of all auditors without conflicts ofinterest” in “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid
Conflicts of Interests” in “3. Basis, etc. for the Amount of Money Expected to be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share
Consolidation” below).
As described in “(ii) Establishment of an Independent Special Committee by SBI Shinsei Bank”
in “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflictsof Interests” in “3. Basis, etc. for the Amount of Money Expected to be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share
Consolidation” below, 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 SBIHDs (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-3-

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) Proposal by SBIRegional Bank HD 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 SBI Regional Bank HD from MUMSS, and also legal
advice on the measures to ensure the fairness of the procedures in the Transactions from
AMT. Based on the foregoing, SBI Shinsei Bank carefully considered the benefits anddisadvantages of the Transactions and the reasonableness of the conditions for theTransactions.
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) thepurchase price per share of SBI Shinsei Bank in the TOB (the “Tender Offer Price”) is set at2,600 yen (the price calculated by adding a premium 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 price for the past one month (2,305 yen) (rounded to the nearest whole number; thesame shall apply to the calculation of the simple average closing price hereinafter), the simple
average closing price for the past three months (2,368 yen) and the simple average closing
price for the past six months (2,300 yen) based on the same date, respectively. This price iscalculated by adding a premium of 34.02％, 34.30％, 32.25％, 27.02％ to the closing priceof the Shares (1,940 yen) on TSE Standard Market on September 29, 2022, which is thebusiness day immediately preceding the date of report on the application by SBI Regional
Bank HD 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 takeover bid for
Shares by SBI Regional Bank HD (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 thetender offer period was set from September 10, 2021, until December 10, 2021, the “Previous
TOB”) (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 SBIHDs 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 isinsufficient in light of SBI Shinsei Bank’s intrinsic value and does not serve the interests ofminority shareholders.
-4-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 SBI Regional Bank HD (1,453 yen), as well as the simple averageclosing 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). In response, on April 29, 2023, SBI Shinsei Bank and the Special
Committee submitted to SBIHDs a written answer requesting that SBIHDs reconsider theTender 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, andis unacceptable to the Special Committee, which is expected to make reasonable efforts togive 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 theSpecial 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, andif a substantial increase in the proposed Tender Offer Price from SBIHDs cannot be expectedin 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 TOB conditional on areasonable 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-5-

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 SBI Regional
Bank HD (1,453 yen), as well as the simple average closing price for the past one monthending on September 8, 2021 (1,416 yen), the simple average closing price for the past threemonths ending on September 8, 2021 (1,460 yen), and the simple average closing price forthe past six months ending on September 8, 2021 (1,591 yen), respectively), and that (ii)since privatizing SBI Shinsei Bank through the Transactions contributes not only tosustainable improvement 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 tosell at fair price, SBIHDs do not intend to set the minimum number of shares to be purchasedin the TOB because SBIHDs continue to believe that privatizing SBI Shinsei Bank without failcontributes 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 oflower 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.
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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 theagreement on the handling of public funds injected to SBI Shinsei Bank executed among
SBIHD, DICJ, RCC and SBI Shinsei Bank on May 12, 2023 (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 and agree on such specificstructures 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, along with
distribution to SBI Regional Bank HD, by SBI Shinsei Bank’s making dividends in accordancewith 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 “(3) Measures to Ensure the Fairness of theTransactions and Measures to Avoid Conflicts of Interests” in “3. Basis, etc. for the Amountof Money Expected to be Delivered to Shareholders as a Result of the Treatment of Fractional
Shares Pertaining to Share Consolidation” 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 on May 12, 2023,
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 Price are appropriate, taking into account the legal advice received from AMT, theadvice and the stock valuation report dated May 11, 2023 received from MUMSS (“Stock
Valuation Report (MUMSS)”), and the fairness opinion dated May 11, 2023 received fromMUMSS (“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 theiraffiliates, 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 FrontierManagement (“Stock Valuation Report (Frontier Management)”) and the fairness opinion
dated May 11, 2023 submitted to the Special Committee from Frontier Management(“Fairness Opinion (Frontier Management)”) stating that the Tender Offer Price of 2,800 yen
per share is reasonable for the shareholders in SBI Shinsei Bank (excluding SBI Regional
Bank HD, DICJ and RCC) from a financial perspective, and paying utmost respect to thedecision of the Special Committee presented in the Findings Report.
-7-

As a result, SBI Shinsei Bank has concluded as described below that the Transactions willcontribute to the enhancement of its corporate value.
This means that SBI Shinsei Bank determined on May 12, 2023 that the Transactions are thebest way to enhance its corporate value since it believes that going private 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 utilizing 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 Co., Ltd. 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 Co., Ltd. (“SBI Investment”) which is a venture capital of SBIHD Group, andregional financial institutions, (b) support from SBIHD Group for better matching of needsof 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 forprovision of M&A financing from SBI Shinsei Bank, and (d) proposals from SBIHD Groupto combine the various financial products of SBIHD Group for the fields of real estate,
healthcare, environment and energy, 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 SBI Regional Bank HD 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 business-8-

portfolios 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
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 interests 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 SBI
Regional Bank HD after fully taking measures to ensure the fairness of the conditions for
the Transactions including the Tender Offer Price as described in “(3) Measures to
Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interests” in“3. Basis, etc. for the Amount of Money Expected to be Delivered to Shareholders as a
Result of the Treatment of Fractional Shares Pertaining to Share Consolidation” below,
and with substantial involvement of the Special Committee.
(b) Of the valuation result of the Shares provided by MUMSS stated in the Stock Valuation
Report (MUMSS) described in “(v) Stock valuation report and fairness opinion obtainedby SBI Shinsei Bank from an independent financial advisor and third-party calculation
agent” in “(3) Measures to Ensure the Fairness of the Transactions and Measures to
Avoid Conflicts of Interests” in “3. Basis, etc. for the Amount of Money Expected to be
Delivered to Shareholders as a Result of the Treatment of Fractional Shares Pertaining
to Share Consolidation”, the price is beyond the range of the valuation by the market
price analysis and within the range of the valuation by the comparable company analysis
and DDM Analysis (as defined in “(B) Summary of Calculation” in “(v) Stock valuation
report and fairness opinion obtained by SBI Shinsei Bank from an independent financial
advisor and third-party calculation agent” in “(3) Measures to Ensure the Fairness of theTransactions and Measures to Avoid Conflicts of Interests” in “3. Basis, etc. for theAmount of Money Expected to be Delivered to Shareholders as a Result of the Treatment
of Fractional Shares Pertaining to Share Consolidation” below). Furthermore, as
described in “(v) Stock valuation report and fairness opinion obtained by Shinsei Bank
from an independent financial advisor and third-party calculation agent” in “(3) Measures
to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interests”-9-

in “3. Basis, etc. for the Amount of Money Expected to be Delivered to Shareholders asa Result of the Treatment of Fractional Shares Pertaining to Share Consolidation” below,
MUMSS has issued the Fairness Opinion (MUMSS) stating that the Tender Offer Priceof 2,800 yen per share is reasonable for the minority shareholders in SBI Shinsei Bank
(excluding SBIHDs and their affiliate companies, as well as DICJ and RCC) from afinancial perspective.
(c) Of the valuation result of the Shares provided by Frontier Management stated in the Stock
Valuation Report (Frontier Management) described in “(vi) Stock valuation report andfairness opinion obtained by the special committee from an independent third-party
calculation agent” in “(3) Measures to Ensure the Fairness of the Transactions andMeasures to Avoid Conflicts of Interests” in “3. Basis, etc. for the Amount of Money
Expected to be Delivered to Shareholders as a Result of the Treatment of Fractional
Shares Pertaining to Share Consolidation” below, the price is beyond the range of thevaluation by the market price method and within the range of the valuation by thecomparable company method and DDM Method (as defined in “(B) Summary of
Calculation” in “(vi) Stock valuation report and fairness opinion obtained by the special
committee from an independent third-party calculation agent” in “(3) Measures to Ensure
the Fairness of the Transactions and Measures to Avoid Conflicts of Interests” in “3. Basis,
etc. for the Amount of Money Expected to be Delivered to Shareholders as a Result of
the Treatment of Fractional Shares Pertaining to Share Consolidation” below).
Furthermore, as described in “(vi) Stock valuation report and fairness opinion obtainedby the special committee from an independent third-party calculation agent” in “(3)Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts ofInterests” in “3. Basis, etc. for the Amount of Money Expected to be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share
Consolidation” below, Frontier Management has issued the Fairness Opinion (FrontierManagement) stating that the 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 the Fairness Opinion (Frontier Management)) from afinancial 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- 10 -

profitability. SBI Shinsei Bank, which is subject to the capital adequacy requirements
under the Banking Act (Act No. 59 of 1981, as amended; the same applies hereinafter
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 “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid
Conflicts of Interests” in “3. Basis, etc. for the Amount of Money Expected to be Delivered
to Shareholders as a Result of the Treatment of Fractional Shares Pertaining to Share
Consolidation” below, the price is also deemed to be considered appropriate for the boardof 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 SBI Regional Bank HD, including the privatization of SBI Shinsei Bank. Therefore, withregard to the basis 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 priceof the Shares prior to the Approval Report Date as a basis for judgment by the shareholdersof SBI Shinsei Bank.
In other words, in order for SBI Regional Bank HD to acquire additional Shares, theauthorization of a bank holding company under the Banking Act (Article 52-17 of the BankingAct) is required, and SBI Shinsei Bank believes that this was recognized outside the bank as
well. As of the date of the Approval Report Date, the percentage of the Shares held by SBIRegional Bank HD was 48.21% at that time, but SBIHDs had made SBI Shinsei Bank aconsolidated subsidiary as of December 17, 2021, the date of commencement of settlement
relating to the Previous TOB and under these circumstances, SBI Regional Bank HD
obtaining authorization of a bank holding company regardless of the circumstance may havegiven 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 price of the Shares. In fact, compared with theclosing 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 thebusiness day following the Approval Report Date (October 3, 2022) and 18.0% (2,290 yen)
- 11 -

on the fifth business day following such the Approval Report Date (October 7, 2022). Althoughcertain 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 (head office in California, USA) on March 10, 2023, andthe 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 priceon the business day immediately preceding the Approval Report Date of 1,940 yen until May
12, 2023 which is the announcement date of the TOB.
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 on May 12, 203, to express its opinion in support of the TOB, for thesame and to recommend its shareholders to tender their shares in the TOB.
For the manner to make resolutions at the board of directors meeting, please see “(ix)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 “(3) Measures to Ensure
the Fairness of the Transactions and Measures to Avoid Conflicts of Interests” in “3. Basis,
etc. for the Amount of Money Expected to be Delivered to Shareholders as a Result of theTreatment of Fractional Shares Pertaining to Share Consolidation” below.
Thereafter, as announced in the TOB Result Press Release, although the TOB was closed,
SBI Regional Bank HD failed to acquire all of the Shares (excluding Shares held by SBIRegional Bank HD, treasury shares held by SBI Shinsei Bank, and Shares held by DICJ and
RCC) though the TOB.
SBI Shinsei Bank, then, decided at the board of directors meeting held today to executeconsolidation of Shares at the ratio of 20,000,000 shares to 1 share (the “Share
Consolidation”) as described in “2. Outline of Share Consolidation” in order to make SBIRegional Bank HD, DICJ and RCC the only shareholders of SBI Shinsei Bank, and to take
SBI Shinsei Bank private on the condition of obtaining approval from the shareholders at theExtraordinary Shareholders Meeting on the ground that the proposal for the Share
Consolidation is certain to be approved at the Extraordinary Shareholders Meeting, given thefact that (i) SBI Shinsei Bank received from SBI Regional Bank HD a request to convene an
extraordinary shareholders meeting whose agendas include a share consolidation and partial
amendments to articles of incorporation to abolish the provisions regarding a share unit, and(ii) in the memorandum concerning the Four Party Agreement executed with SBIHD, DICJ
and RCC on May 12, 2023, DICJ which is the second largest shareholder of SBI Shinsei
Bank (as of March 31, 2023) (shares owned: 26,912,888 shares, ownership ratio: 13.18％)
and RCC which is the third largest shareholder (as of March 31, 2023) (shares owned:
20,000,000 shares, ownership ratio: 9.80％) have agreed to exercise their voting rights infavor of the proposal for the share consolidation to be submitted to the shareholders meetingof SBI Shinsei Bank to implement the Squeeze-Out Procedures. The board of directors
resolved to submit the proposal for the Share Consolidation to the Extraordinary
Shareholders Meeting by majority (five supporting votes, one dissenting vote) approval of six
out of the nine directors (five of whom were independent outside directors) who participatedin the deliberation and resolution.
Director Ayumi Michi opposed to the submission of the proposal for the Share Consolidation
to the Extraordinary Shareholders Meeting for the following reason:
She opposed at the board of directors meeting as she considered it difficult to determine thatSBI Shinsei Bank should support the TOB and recommend its shareholders to tender theirshares in the TOB for the reasons given in the Opinion Expressing Press Release upon thecommencement of the TOB (For details, please see “(ix) Approval of the majority of directorsof SBI Shinsei Bank without conflicts of interest and the opinion of non-objection of all auditors
without conflicts of interest” in “(3) Measures to Ensure the Fairness of the Transactions andMeasures to Avoid Conflicts of Interests” in “3 Basis, etc. for the Amount of Money Expected- 12 -

to be Delivered to Shareholders as a Result of the Treatment of Fractional Shares Pertaining
to Share Consolidation” below). For the same reason, she opposed to the Share
Consolidation which is a part of the Transaction, even if she took into account that TOB wascompleted and the Transaction has proceeded to a new phase since then.
As a result of the Share Consolidation, the number of Shares held by shareholders other than
SBI Regional Bank HD, DICJ and RCC will be fractional shares less than one share.
For the details of the Transactions, please see the Opinion Expressing Press Release andthe TOB Result Press Release.
As announced in the “Notice of the Establishment of the Record Date Pertaining to the
Convocation of the Extraordinary General Meeting of Shareholders” dated June 27, 2023,
SBI Shinsei Bank has set July 12, 2023 (Wednesday) as the record date to determine theshareholders who are entitled to vote at the Extraordinary Shareholders Meeting, and has
made a public notice in an electronic manner on June 27, 2023 to entitle the shareholders
registered or recorded on the latest shareholder register on July 12, 2023 to exercise theirvoting rights.
2. Outline of the Share Consolidation(1) Schedule of the Share Consolidation(i) Date of public notice of the record date of
the Extraordinary Shareholders Meeting(ii) Record date of the Extraordinary
Shareholders Meeting(iii) Date of resolution by the board of
directors(iv) Date of holding of the Extraordinary
Shareholders Meeting(v) Date of designation as securities to dedelisted(vi) Last trading date of the Shares(vii) Date of delisting of the Shares(viii) Effective date of the Share
Consolidation

June 27, 2023
July 12, 2023
July 18, 2023
September 1, 2023

(planned)

September 1, 2023

(planned)

September 27, 2023
September 28, 2023
October 2, 2023

(planned)(planned)(planned)(2) Content of the Share Consolidation(i) Class of Shares to be Consolidated
Common shares(ii) Consolidation Ratio
On October 2, 2023 (planned), the Shares owned by the shareholders registered or recordedon the latest shareholders register as of October 1, 2023 (planned) will be consolidated at aratio of 20,000,000 shares to one share.
(iii) Total Number of Issued Shares to be Reduced
204,144,764 shares(iv) Total Number of Issued Shares Before the Effectuation of the Share Consolidation
204,144,774 shares(Note) SBI Shinsei Bank resolved at the board of directors’ meeting held today to cancel 889,915
shares of its treasury shares (equivalent to all of the treasury shares owned by SBI
Shinsei Bank as of July 17, 2023) on September 29, 2023, subject to approval of the
proposal for the Share Consolidation in its original form at the Extraordinary
Shareholders Meeting; accordingly, the total number of issued shares after thecancellation is set forth as the “Total Number of Issued Shares Before the Effectuationof the Share Consolidation.”(v) Total Number of Issued Shares After the Effectuation of the Share Consolidation
10 shares- 13 -

(vi) Total Number of Authorized Shares after the Effectuation
40 shares(vii) The Method of the Treatment in the Case of Accrual of Fractional Shares Less than One Shareand the Amount of Money Expected to be Delivered to Shareholders upon the Treatment
As stated in “1. Purposes of and Reasons for the Share Consolidation” above, the Shares ownedby the shareholders (excluding SBI Regional Bank HD, DICJ and RCC) are planned to be
fractional shares of less than one share upon the Share Consolidation.
If any fractional shares less than one share result from the Share Consolidation, eachshareholder of SBI Shinsei Bank holding such fractional shares will receive an amount of cash
obtained by selling the Shares equivalent to the total number of such fractional shares (with suchtotal number rounded down to the nearest whole number if there is any fraction less than one
share, the “Shares Subject to Sale”) on a prorate basis. SBI Shinsei Bank intends to sell all ofsuch shares to SBI Regional Bank HD with the court’s permission under Article 234, Paragraph
2 of the Companies Act (Act No. 86 of 2005; as amended; hereinafter the same, the “CompaniesAct”) as applied mutatis mutandis pursuant to Article 235, Paragraph 2 of the Companies Act,obtain all of such shares with the court permission under Article 234, Paragraphs 2 and 4 of theCompanies Act, or sell some of such shares to SBI Regional Bank HD and obtain some of suchshares.
If the court’s permission above is obtained as planned, SBI Shinsei Bank intends to set the sales
price in this case at a price that will result in the delivery of money to each of the shareholders
in an amount equivalent to the amount obtained by multiplying the number of the Shares ownedby the shareholders, who are registered or recorded on the latest shareholders register as of
October 1, 2023, the day preceding the effective date of the Share Consolidation, by 2,800 yen,which is the same price as the Tender Offer Price. However, in cases where the court’s
permission cannot be obtained or adjustment of fractions are required for calculation purposes,
the amount actually delivered may be different from the above amount.
SBI Regional Bank HD plans to procure the funds required for the settlement of the TOB byinvestment and borrowing from SBIHD, and SBI Shinsei Bank has confirmed the method of
procurement of funds by SBI Regional Bank HD by verifying the certificate of investment and thecertificate of loan from SBIHD to SBI Regional Bank HD (collectively “TOB Fund Certificates”).
According to SBI Regional Bank HD, it plans to use such funds to purchase the Shares Subject
to Sale. The funds required for the purchase of the Shares Subject to Sale include funds topurchase fractional shares less than one share arising to the Shares held by DICJ as a result of
the Share Consolidation. If SBI Regional Bank HD purchases all of the Shares Subject to Sale,such funds cannot be fully covered by the investment and loan under the TOB Fund Certificates.
SBI Regional Bank HD plans to procure such funds by investment or loan from SBIHD to SBIRegional Bank HD, or both of them. SBI Shinsei Bank has confirmed the method of procurementof funds by SBI Regional Bank HD by way of investment or loan from SBIHD to SBI Regional
Bank HD, or both of them by reviewing the balance sheet of SBIHD stated in the annual
securities report for the 25th term (from April 1, 2022 to March 31, 2023) submitted by SBIHD
on June 30, 2023. According to SBI Regional Bank HD, no event has occurred to SBI Regional
Bank HD that may prevent the payment of the purchase price of the Shares Subject to Sale nor
has any likelihood of such event been recognized.
As of today, SBI Shinsei Bank has cash and deposits that equals to funds to pay the purchaseprice of the Shares Subject to Sale. No event has occurred to SBI Shinsei Bank that affects thepayment of the purchase price of the Shares Subject to Sale nor has any likelihood of such event
been recognized. SBI Shinsei Bank was given an explanation from SBI Regional Bank HD thatit plans to separately take appropriate actions in relation to the effect on the equity capital of SBI
Shinsei Bank that is caused by purchase by SBI Shinsei Bank of all or some of the Shares
Subject to Sale.
Therefore, SBI Shinsei Bank determined that the method to secure the funds to pay the purchaseprice of the Shares Subject to Sale is reasonable whether it sells them to SBI Regional Bank HD- 14 -

or purchases them by itself.
While the timing of obtaining the court’s permission may vary depending on the situation of thecourt and other factors, SBI Shinsei Bank expects to sell the Shares with the court’s permission
around the middle of December 2023, then to complete necessary preparation for delivery of thesales proceeds to shareholders, and to deliver the sales proceeds to the shareholders aroundearly January to early February 2024. In consideration of the period required from the effective
date of the Share Consolidation to a series of procedures for the sale, SBI Shinsei Bank
determined as stated above that the Shares Subject to Sale will be sold and the sales proceeds
will be delivered to the shareholders at each timing.
The sales proceeds will be delivered to the shareholders on the latest shareholder register of
SBI Shinsei Bank as of October 1, 2023 which is the day immediately preceding the effective
date of the Share Consolidation, in the same manner as distribution of dividends by SBI Shinsei
Bank.
3. Basis, etc. for the Amount of Money Expected to be Delivered to Shareholders as a Result of theTreatment of Fractional Shares Pertaining to Share Consolidation(1) Basis and Reasons for the Amount of Money Expected to be Delivered to Shareholders as a Result of
the Treatment of Fractional Shares(i) When SBI Shinsei Bank has a Parent Company, Etc., Particulars Given Due Consideration so
as Not to Harm the Interests of Shareholders of SBI Shinsei Bank (Excluding the Parent
Company, Etc.)
While the Share Consolidation will be executed as the second-tier process of the so-called twotier takeover strategy after the TOB as part of the Transactions, 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 andReasons for, the Opinion on the TOB”, since SBI Regional Bank HD falls under a controllingshareholder (parent company) of SBI Shinsei Bank, and SBIHD, the parent company of SBIRegional Bank HD, falls under the parent company of SBI Shinsei Bank, the Transactions fallunder material transactions with controlling shareholders for SBI Shinsei Bank. Also, taking into
account that the Transactions including the TOB fall under a type of transactions in which theissues of structural conflicts of interests and information asymmetry exists in general, SBI
Shinsei Bank has taken the measures as described in “(3) Measures to Ensure the Fairness of
the Transactions and Measures to Avoid Conflicts of Interests” in order to handle these issues
and ensure the fairness of conditions of the Transactions including the Tender Offer Price.
(ii) Method of the Treatment in the Case of Accrual of Fractional Shares Less than One Share andMatters Concerning Reasonableness of Amount of Money Expected to be Delivered to the
Shareholders upon the Treatment
As described in “(vii) The Method of the Treatment in the Case of Accrual of Fractional Shares
Less than One Share and the Amount of Money Expected to Be Delivered to Shareholders upon
the Treatment” in “(2) Content of the Share Consolidation” in “2. Outline of the Share
Consolidation” above, the amount of money expected to be delivered to the shareholders bytreating fractional shares will be the amount obtained by multiplying the number of the Shares
owned by the shareholders registered or recorded on the latest shareholders register of SBI
Shinsei Bank as of October 1, 2023, which is the day before the effective date of the Share
Consolidation, by 2,800 yen, being the same price as the Tender Offer Price.
As stated in “(C) Details of Decision of SBI Shinsei Bank” in “1. Purposes of and Reasons for
Share Consolidation”, SBI Shinsei Bank has determined that the Tender Offer Price of 2,800
yen per share is a reasonable price that secures the interests that the minority shareholders of
SBI Shinsei Bank should receive, and that the TOB provides the minority shareholders withreasonable opportunities to sell their shares at the price with a proper premium added.
In addition, SBI Shinsei Bank has confirmed that there was no material change to the conditions
based on which the Tender Offer Price was calculated, after SBI Shinsei Bank resolved toexpress its opinion in support of the TOB and recommend that its shareholders tender theirshares in the TOB at its board of directors’ meeting held on May 12, 2023, until the time of theresolution of its board of directors held today.
- 15 -

In light of the above, SBI Shinsei Bank determined that the amount of money expected to bedelivered to the shareholders by treating fractional shares is appropriate.
(iii) Disposal of Important Property, Burden of Major Obligations, or Any Other Event Having aMaterial Impact on the Status of Company Property that Occurs After the Last Day of theLatest Business Year of SBI Shinsei Bank(A) The TOB
As described in “1. Purposes of and Reasons for Share Consolidation” above, SBI Regional
Bank HD implemented the TOB for which the TOB Period was from May 15, 2023 to June 23,
2023, and consequently, came to own 109,707,388 Shares (ownership ratio: 53.74%) as ofJune 30, 2023, the commencement date of the settlement for the TOB.
(B) Cancellation of Treasury Shares
SBI Shinsei Bank resolved at its board of directors’ meeting held today to cancel 889,915
shares of its treasury shares (which equal to all of its treasury shares held as of July 17, 2023)
effective as of September 29, 2023. Such cancellation of treasury shares is on condition thatthe proposal for the Share Consolidation is approved in its original form at the Extraordinary
Shareholders Meeting, and the total number of issued shares of SBI Shinsei Bank after thecancellation will be 204,144,774 shares.
(2) Possibility of Delisting(i) Delisting
As described in “1. Purposes of and Reasons for Share Consolidation” above, SBI Shinsei Bankis planning to implement the Share Consolidation, subject to the approval of the shareholders at
the Extraordinary Shareholders Meeting, to make the SBI Regional Bank HD, DICJ and RCC
the only shareholders of SBI Shinsei Bank. As a result, the Shares may be delisted throughprescribed procedures in accordance with the delisting standards of the Tokyo Stock Exchange.
As for the schedule, the Shares are expected to be designated as securities to be delisted from
September 1, 2023 to September 27, 2023 and then will be delisted as of September 28, 2023.
After delisting, the Shares will no longer be tradable on the Standard Market of the Tokyo Stock
Exchange.
(ii) Reasons for Aiming for Delisting
As described in “1. Purposes of and Reasons for Share Consolidation” above, SBI Shinsei Bank
determined on May 12, 2023 that the Transactions are the best way to enhance its corporate
value since it believes that going private will enable more agile and flexible decision-making,further integration with SBIHD Group, and development and execution of a medium to long-term
management strategy, and will help generate synergies and benefits described in (a) through(c) in “(C) Details of Decision of SBI Shinsei Bank” in “1. Purposes of and Reasons for Share
Consolidation” above.
Based on the above, the board of directors of SBI Shinsei Bank determined that going private
through the Transactions including the TOB and the Share Consolidation would contribute toenhancement of corporate value of SBI Shinsei Bank.
(iii) Impact on Minority Shareholders and View thereon
As described in “(ii) Establishment of an Independent Special Committee by SBI Shinsei Bank”
in “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts ofInterests” below, SBI Shinsei Bank received the Findings Report to the effect that Transactions
would not be disadvantageous to the minority shareholders of SBI Shinsei Bank from the Special
Committee on May 12, 2023.
(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid Conflicts of Interests
While the Share Consolidation will be executed as the second-tier process of the so-called two-tiertakeover strategy after the TOB as part of the Transactions, 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 andthe Measures to Avoid Conflicts of Interests” in “3. Details of, and Grounds and Reasons for, theOpinion on the TOB”, since, as of May 12, 2023 which is the announcement date of the TOB, SBI- 16 -

Regional Bank HD falls under a controlling shareholder (parent company) of SBI Shinsei Bank, and
SBIHD, the parent company of SBI Regional Bank HD, 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 a type oftransactions in which the issues of structural conflicts of interests and information asymmetry exists
in general, SBI Shinsei Bank has taken the following measures in order to handle these issues andensure the fairness of conditions of the Transactions including the Tender Offer Price.
SBI Regional Bank HD believes that, if the minimum number of “majority of minority” were set in the
TOB, the success of the TOB would be unstable, which would be less likely to be beneficial forminority shareholders who wish to tender their shares in the TOB, and that taking SBI Shinsei Bank
private through TOB does not only contributes to the sustained improvement of the businessvaluation of SBIHD Group including SBI Shinsei Bank Group, but also to the benefit of minority
shareholders of SBI Shinsei Bank. Therefore, the minimum 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 sufficient consideration is given to the benefit of minority shareholdersof 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
Squeeze-out Procedures, but the total of the number of voting rights (1,490,727) pertaining to the
Shares held by SBI Regional Bank HD (1,021,599) (102,159,999 shares, ownership ratio: 50.04%)
and the number 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 SBIHD to vote in favor of the proposal for the Squeeze-out
Procedures to be presented at the Extraordinary Shareholders’ Meeting exceeds two thirds of thenumber 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 ofMarch 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, SBI Regional Bank HD has set
no minimum number of shares to be purchased in the TOB.
(i)

Stock valuation report obtained by SBI Regional Bank HD from independent third-party
calculation agent(A) Name of the calculation agent and the relationship with SBI Shinsei Bank and SBI Regional
Bank HDIn determining the Tender Offer Price, SBIHDs have requested Citigroup Global Markets
Japan Inc. (“CGMJ”), a financial advisor as a third-party calculation agent independent of
DICJ, RCC and SBIHDs, SBI Shinsei Bank to calculate the value of the Shares. CGMJ is nota related party of SBIHDs, DICJ, RCC and SBI Shinsei Bank, and does not have materialinterests 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 “SBI Regional Bank HD’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 various factors described below and through discussions and negotiations- 17 -

with SBI Shinsei Bank, they have not obtained an opinion concerning the fairness of theTender Offer Price (fairness opinion) from CGMJ.
According to the SBI Regional Bank HD’s Stock Valuation Report, the range of values per
share of the Shares calculated 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 SBIRegional Bank HD’s Stock Valuation Report acquired from CGMJ, and in light ofcomprehensive consideration of the result of the due diligence conducted by SBIHDs withrespect 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 ofdiscussions and negotiations with SBI Shinsei Bank, SBIHDs decided on May 12, 2023 to set
the Tender Offer Price at 2,800 yen per share. Although an initial analysis was conducted forreference, SBIHDs have determined that it is not possible to make a direct comparison withthe 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 mayvary depending on the market share price at the time of each case and the level of the intrinsic- 18 -

value of target companies in each case that SBI Regional Bank HD considers reasonable,
and has not considered the premium 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 SBI Regional Bank HD for the Shares; the price atwhich 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);
the price 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, SBI Regional Bank HD acquired 100 Shares from SBIHD through a relativetransaction on the acquisition date of September 9, 2021 at 1,418 yen per share (the closing
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, SBI Regional Bank HD acquired the Shares at 2,000 yen per share through thePrevious TOB which commenced on September 10, 2021. There is a difference of 800 yen
between the Tender 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 priceof the Shares on September 8, 2021, the business day immediately preceding theannouncement 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 (2,000 yen) for the Previous TOB is the price at which a premium of 37.65% isadded 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- 19 -

Price is the price at 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 dateof the TOB), and SBI Shinsei Bank's financial projections used by SBI Regional Bank HD in
its stock valuation calculation of the Shares and the results of the stock valuation calculationof the Shares based thereon at each relevant time in the Previous TOB and the TOB havechanged.
Further, from October 12, 2022 to October 19, 2022, SBI Regional Bank HD acquired Sharesthrough market transactions at the market price at that time (the average acquisition unit priceof the Shares from October 12, 2022 to October 19, 2022 was 2,144.62 yen), and each suchmarket trading was conducted by competitive trading on TSE Standard Market, and unlike
the TOB, no premium was granted.
(ii) Establishment of an independent special committee by SBI Shinsei Bank
(A) Background of establishment, etc.
As set out in “(A) Proposal by SBI Regional Bank HD and background of establishment ofsystems for reviewing” in “1. Purposes of and Reasons for the Share Consolidation” above,
SBI Shinsei Bank established the Special Committee by a resolution adopted at the meetingof 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 andfinance. 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- 20 -

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 SBI Regional Bank HD, and has held question-andanswer sessions for SBI Regional Bank HD regarding the purpose and background of theTransactions, and the management policies after the Transactions in an interview form.
Moreover, as set out in “(v) Stock valuation report and fairness opinion obtained by SBI
Shinsei Bank from an independent financial advisor and third-party calculation agent” and“(vi) Stock valuation report obtained by the Special Committee from an independent thirdparty calculation agent” below, while each of MUMSS, a financial advisor and third-party
calculation agent of SBI Shinsei Bank, and Frontier Management, a third-party calculation
agent of the Special Committee, calculated the value of 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 Frontier Management on the calculation method
for their calculation of the value of Shares, the reason for the adoption of such method, thedetails of the calculation made by using each calculation method and material assumptions.
The Special Committee has held question-and-answer sessions, deliberations andconsiderations to confirm the reasonableness of these matters.
In addition, the Special Committee received a report on negotiations between SBI Shinsei
Bank and SBI Regional Bank HD from SBI Shinsei Bank and MUMSS, a financial advisor
and third-party calculation agent of SBI Shinsei Bank from time to time, made deliberations
and considerations 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 SBI Regional Bank HD that SBI
Shinsei Bank heard from MUMSS and advice from Frontier Management from financial
perspective upon receiving proposals regarding the Tender Offer Price from SBI Regional
Bank HD. The Special Committee was involved in the entire process of consultation andnegotiation between SBI Shinsei Bank and SBI Regional Bank HD 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 SBI
Regional Bank HD reconsider the Tender Offer Price and on the matters to be consulted with
SBI Regional Bank HD 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 SBI Regional Bank HD 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- 21 -

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 opinion 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.
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- 22 -

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 Committee received 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 tolong 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 to- 23 -pave 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 SBIRegional Bank HD, 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 thatSBI Shinsei Bank will have difficulty maintaining its listing in the future. Therefore,
it is also in the interest of SBI Shinsei Bank’s minor shareholders to provide themwith an opportunity to sell their shares by taking SBI Shinsei Bank private
through the series 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 SBI Regional Bank HD will receive a portion of the profits fromthe enhancement of the corporate value of SBI Shinsei Bank Group. Therefore,
as a result of the Transactions, SBI Shinsei Bank Group will receive further
support from SBIHD Group as SBI Regional Bank HD acquires more Sharesand further strengthens its business by mutual complement in functions andcustomer 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 thebusiness 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- 24 -

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 SBI Regional Bank HD fails to acquire all of the Shares by the TOB, it isassumed that SBI Regional Bank HD will acquire all of the Shares by conducting asqueeze out through a consolidation 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 of aconsolidation 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 SBI Regional Bank HD. 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 thecorporate value of SBI Shinsei Bank and the medium to long term growth of Both Groups,
it will be difficult in the short term to promptly implement measures whose significance isdifficult for minority shareholders of SBI Shinsei Bank to grasp, and there are constraints
on the implementation 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 fasterand more active implementation of these measures. Therefore, it cannot be said that allof the 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.
- 25 -

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 Group and SBI
Shinsei Bank, explained to the Special Committee that it considered the selection of
the calculation method and the basis of the calculation, etc. of MUMSS to bereasonable 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., andhas 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- 26 -

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 SBI Regional Bank HD was found to have applied to the Financial Services
Agency for the authorization for a bank holding company, 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 the one month prior to the record date, a premium of 42.42% over thesimple 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 thesix months prior to the same date. After the above-mentioned report on September
30, 2022, there is room to evaluate that the market’s expectation for SBI Shinsei
Bank to go private, similar to the Transactions, is factored into the share price, andthe Special Committee does not believe it is generally inappropriate to consider apremium from this point. The premiums in this case are considered to be comparable
and reasonable in light of the level of premiums in other cases of tender offers byparent 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 wereconducted 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 SBI Regional BankHD (2,600 yen per share) be re-proposed, stating that it must be said that theprice was insufficient in light of SBI Shinsei Bank’s intrinsic value.
 SBI Regional Bank HD 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.
 SBI Regional Bank HD proposed 2,700 yen per share.
- 27 -











The Special Committee through SBI Shinsei Bank, made a management
presentation to SBI Regional Bank HD regarding the details of SBI Shinsei
Bank's business plan, SBI Shinsei Bank's steady-state earning capacity after theplan period in such business plan, and upward revisions to SBI Shinsei Bank's
results for the fiscal year ending March 31, 2023, and requested that SBI
Regional Bank HD reconsider the price.
SBI Regional Bank HD 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.
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 some- 28 -

news media reported that SBI Regional Bank HD 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 remaining amount of publicfunds (the “Required Collection Amount”) as 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 and regulations.
 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(A) 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
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.
- 29 -

(B) 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 buyback, 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 SBI Regional Bank HD, DICJ and RCC in
accordance with their shareholding ratio.
(C) 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 fromthe 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 SBI Regional Bank HD to set a minimum number of shares to be- 30 -

purchased.
Towards the above request, SBI Regional Bank HD responded that it believes thatsetting the minimum 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, SBI Regional Bank HD believes that delisting of SBI
Shinsei Bank through the TOB would not only contribute to the sustainable enhancementof the corporate value of Both Groups but would also benefit minority shareholders of
SBI Shinsei Bank. Therefore, SBI Regional Bank HD has not set the minimum numberof shares to be purchased 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;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 was- 31 -

appropriate 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 SBI Regional Bank HD,
and has held question-and-answer sessions for SBI Regional Bank HD regarding the
purpose and background of the Transactions, and management policies after theTransactions in an interview form, and obtained responses thereto.
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 each- 32 -

calculation 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 SBI Regional Bank HD from SBI Shinsei Bank and MUMSS, afinancial advisor and third-party calculation agent of SBI Shinsei Bank from time totime, made deliberations and considerations on SBI Shinsei Bank’s negotiation
policies based on advice from Frontier Management, and expressed necessary
opinions when appropriate.
Specifically, the Special Committee implemented a review based on analysis of andopinions on the handling policies and policies for negotiations with SBI Regional BankHD that SBI Shinsei Bank heard from MUMSS and advice from Frontier Managementfrom financial perspective upon receiving proposals regarding the Tender Offer Pricefrom SBI Regional Bank HD. The Special Committee was involved in the entire
process of consultation and negotiation between SBI Shinsei Bank and SBI Regional
Bank HD 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 SBI Regional Bank HD reconsider theTender Offer Price and on the matters to be consulted with SBI Regional Bank HD inorder to achieve the significance/purpose of the Transactions for SBI Shinsei Bank.
Consequently, on May 11, 2023, SBI Shinsei Bank received a proposal from SBI
Regional Bank HD 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
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.
- 33 -

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 SBI
Regional Bank HD, 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 SBI Regional Bank HD, 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 February 8, 2023, it hasestablished a project team to deal with the consideration of the Transactions (including
the preparation of the Business Plan that serves as the basis for calculating the value ofthe Shares) and discussions and negotiations with SBI Regional Bank HD. 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 practice continues. Oneof 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. withother 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 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- 34 -

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 SBI Regional Bank HD. In addition, the project team does not haveexclusive 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 TOB
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 SBI Regional Bank HD, 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 is decided 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 offunds, 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
are being coerced to make their decision. It is therefore found that measures are- 35 -

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 ofshareholder equality, the financial soundness, business necessity and growth potential- 36 -

of 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.
(vi) 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 SBIRegional Bank HD's explanation and the advice of MUMSS and Frontier Management,
it is virtually impossible to calculate the present value of the Required Collection Amountin detail. Therefore, it is difficult to judge whether the Tender Offer Price of 2,800 yen
can be justified. In addition, I personally concluded that it is virtually impossible todetermine 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 andinformation to explain to minority shareholders. As described above, as long as it is notpossible to confidently determine that the Tender Offer Price is a fair price from theperspective of the principle of shareholder equality, it is more desirable from theviewpoint of protecting minority shareholders to set a minimum number of shares to bepurchased and to implement the TOB by introducing a mechanism that respects theresults of the tendering decision of the minority shareholders of SBI Shinsei Bank to acertain extent. However, the final response from SBIHDs was that the minimum numberof shares to be purchased could not be set. Therefore, it is natural to conclude that theTender Offer Price is not recommended, but I have considered the following two points
in view of the interests 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 thistransactions by emphasizing the equality of shareholders, which is impossible to- 37 -

quantitatively 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 TOB in light of the current
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 notpossible to provide sufficient information to demonstrate the equality of shareholders,
it would be more conducive to the protection of minority shareholders to provide themwith 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 SBI Regional Bank HD to set the minimum
number of shares to be purchased, but SBI Regional Bank HD declined the request.
Therefore, as for the tender, I must conclude not to recommend to shareholders totender their Shares. The extent of the risk of the Shares being delisted is uncertain, andeven 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) Proposal by SBI Regional Bank HD and background of establishment ofsystems for reviewing” in “1. Purposes of and Reasons for the Share Consolidation”, 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 themeasures to be taken to ensure the fairness of procedures taken in the Transactions, various
steps to be taken for the Transactions, and the method for decision-making by SBI Shinsei Bankfor 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) Proposal by SBI Regional Bank HD and background of establishment ofsystems for reviewing” in “1. Purposes of and Reasons for the Share Consolidation”, 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 with respect to the measures to be taken to ensure
the fairness of procedures taken in the Transactions, various steps to be taken for theTransactions, and the method for decision-making by SBI Shinsei Bank for the Transactions andthe 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
financial advisor and third-party calculation agent(A) Name of the calculation agent and the relationship with SBI Shinsei Bank and SBI Regional- 38 -

Bank HDIn expressing its opinion regarding the Tender Offer Price, SBI Shinsei Bank requested
MUMSS which is its financial advisor and third-party calculation agent independent of
SBIHDs, DICJ, RCC and SBI Shinsei Bank, to calculate the value of the Shares in order toensure the fairness of the decision-making on the Tender Offer Price offered from SBI
Regional Bank HD, 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 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.
- 39 -

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 thepresent 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” above, the Special Committee has received from SBI
Shinsei Bank an explanation of its contents, material assumptions and the process of
preparation, etc., and has confirmed and approved the reasonableness of these matters. In
addition, the Business Plan expects a significant increase in net profit attributable to theshareholders of the parent company for the fiscal year ending March 31, 2025. As one of themedium-term visions in its Medium-Term Management Plan, SBI Shinsei Bank has set in“Medium-Term Vision of the Shinsei Bank Group (FY2022 to FY2024)” announced on May
13, 2022, to achieve consolidated net profit of 70 billion yen and to establish a foundation forfurther growth. To achieve this medium-term vision, SBI Shinsei Bank aims to establish afoundation for growth by thoroughly implementing a customer-centric approach, pursuingvalue co-creation opportunities within and outside the group, expanding the customer basethrough deepening and fully lining up the strengths of SBI Shinsei Bank Group, etc., andtranslating 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 thestrengthening of small-scale finance, institutional investors business and overseas business,
strengthening of risk 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 SBI Regional Bank HD becomes SBI Shinsei Bank’s controllingshareholder (parent company). The Business Plan does not expect a significant decrease inprofit in any fiscal year. In addition, the synergies that are expected to be additionally realizedby taking SBI Shinsei Bank private as a result of the Transactions are not taken into accountin the above calculation since it is difficult to specifically estimate them as of this date.

Gross Profit
Net Business Profits
Net Profit for the Current Year
Attributable to Shareholders of the
Parent Company

Fiscal Year Ending
March 2024
2,583
932
450

(Unit: hundred millions yen)
Fiscal Year Ending
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). The Fairness Opinion (MUMMS) was issued following the analysis
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, aswell as a question-and-answer session with SBI Shinsei Bank and the Special Committee on- 40 -

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 andother professionals.
(Note) the Fairness Opinion (MUMMS) and its underlying analysis of the value of the Sharesare 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 Shinsei 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 the- 41 -

opinions 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 interestin 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.
(vi) 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 SBI Shinsei Bank and SBI Regional
Bank HD
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 “(iii) Details of SBI Shinsei Bank’s decision-making” in “1. Purposes of andReasons for the Share Consolidation” above, on May 12, 2023, SBI Shinsei Bank’s board of
directors received the Stock Valuation Report (Frontier Management) and the Fairness
Opinion (Frontier Management) at the time when it received the Findings Report from theSpecial Committee, and made a resolution as set out in “(ix) Approval of the majority of
directors of SBI Shinsei Bank without conflicts of interest and the opinion of non-objection of
all auditors without conflicts of interest” below based on the contents thereof.
- 42 -

(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, FrontierManagement 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 “(v) 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 “(v) 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 and- 43 -

completeness 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
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- 44 -

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 otherperson. 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 Shinsei 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).
(vii) No trade protection clause
SBI Regional Bank HD and SBI Shinsei Bank have not made any agreement that would restrict
SBI Shinsei Bank from having any contact with a competing bidder other than SBI Regional
Bank HD (“Competing Bidder”), such as an agreement that contains a trade protection clausethat would prohibit SBI Shinsei Bank from having any contact with a Competing Bidder, and do
not restrict opportunities of competing offers, thereby giving consideration to ensuring thefairness of the TOB.
(viii) Establishment of an independent review system by SBI Shinsei Bank
As described in “(A) Proposal by SBI Regional Bank HD and background of establishment ofsystems for reviewing” in “1. Purposes of and Reasons for the Share Consolidation”, SBI Shinsei
Bank has established an internal system to review, negotiate and make decisions on theTransactions from a standpoint independent of SBIHD Group.
- 45 -

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 SBI Regional Bank HD. Its members do not concurrently serve
as officers or employees of any of the companies of SBIHD Group, and the members consist ofa total of six officers and employees of SBI Shinsei Bank who have never held positions as
officers and employees 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 ofRegional 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
Bank for 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 SBI Regional Bank HD is essential. Including such treatment, a confirmation
has been obtained from the Special Committee (as defined below) that there is no problem interms 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 such executive 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
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.
(ix) 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 “(B) Background of review and negotiation” in “1. Purposes of and Reasons for
the Share Consolidation” above, SBI Shinsei Bank’s board of directors has carefully examinedand discussed whether the Transactions, including the TOB contribute to the enhancement of
SBI Shinsei Bank’s corporate value, and whether the conditions 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 the Special Committee, and by respecting thedecisions of the Special Committee indicated in the Findings Report to the maximum extent.
As a result, since synergies and benefits described in (a) to (c) in “(C) Details of SBI Shinsei
Bank’s decision-making” in “1. Purposes of and Reasons for the Share Consolidation” above
can be achieved, SBI Shinsei Bank 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 on May 12,2023, it was resolved, by a majority vote of six (five of whom are independent outside directors)(five in favor, one (outside director) against) of its nine directors who attended the discussion
and the vote, 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:- 46 -

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, given that one of the
purposes of such proposals is to pave the way for the “repayment” of public funds, shareholders
may determine the fairness of the Transactions and the appropriateness of participating in the
TOB based on the amount of the “repayment” of public funds after going private and theestimated time required for it. Considering the fact that the Findings Report explains such period
as a “reasonable period,” and also in light of the dissenting opinions and supplemental opinions
in the Findings Report, it is difficult to say an “appropriate disclosure” sufficient to recommend
the shareholders to participate in the TOB has been made. Also, it is difficult to determine tosupport the Transactions and recommend the shareholders to participate in the TOB based on
the “conditions for the Transactions.”
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 on May 12, 2023) related to the Transactions since theresolution of the board of directors dated March 9, 2023 related to the establishment of theSpecial Committee from the viewpoint of eliminating the risk of being affected by structural
conflicts of interests and asymmetric information issues in the Transactions.
(x) 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 TOB Period will be 30 business days, which isrelatively long in light of the minimum period of purchases prescribed by laws and regulations,which is 20 business days. SBIHDs intend to ensure the appropriateness of the Tender Offer
Price by setting a relatively long TOB Period so as to ensure that 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 other than SBIHDs to make competitive
purchases.
(xi) 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
SBIHDs have made it clear that (i) they have requested SBI Shinsei Bank to hold theExtraordinary Shareholders’ Meeting at which the proposals 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 price determination or the right to request the purchaseof shares will not be secured for shareholders of SBI Shinsei Bank and (ii) when the consolidationof shares is carried out, the money to be delivered to shareholders 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 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 makean appropriate decision as to whether or not to tender their shares in the TOB, and that this will
not create coercion.
4. Future Outlook
In association with the implementation of the Share Consolidation, as described in “(i) Delisting” in “(2)Possibility of Delisting” in “3. Basis, Etc. for the Amount of Money Expected to Be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share Consolidation” above,
the Shares will be delisted.
- 47 -

SBIHDs intend to conduct the management of SBIHD Group, including SBI Shinsei Bank Group toenhance its sustainable corporate value, and to strengthen its business by managing SBI Shinsei Bankby fully utilizing its business characteristics and strengths.
As of today, three of the nine directors of SBI Shinsei Bank have held positions as officers and employeesof 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 with SBI Shinsei Bank theimplementation of various measures and the establishment of an optimal structure to further strengthen
its management base.
5. Matters Related to Transactions with Controlling Shareholders(1) Applicability of Transactions with Controlling Shareholders and Status of Compliance with Policy on
Measures to Protect Minority Shareholders
Since SBI Regional Bank HD is SBI Shinsei Bank’s controlling shareholder (parent company), theexpression of the opinion on the TOB and the Squeeze-Out Procedures constitute 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 majority of SBI Shinsei Bank’s board of directors. The
board discusses and deliberates material transactions and actions that may cause conflict ofinterest between major shareholders and minority shareholders for pre-screening and posttransaction/action monitoring. In addition, the Parent Company Transaction Screening Committee
consisting of all independent outside directors was established to discuss and deliberatetransactions with the parent company from the viewpoint of managing conflict of interest andprotecting the interest of minority shareholders.”
As described in “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid
Conflicts of Interests” in “3. Basis, Etc. for the Amount of Money Expected to Be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share Consolidation”
above, SBI Shinsei Bank has taken measures to address the issues of structural conflicts ofinterests and asymmetric information, and to ensure the fairness of the conditions of theTransactions, including the Tender Offer Price, including the establishment of the Special
Committee with the approval of the Parent Company Transaction Screening Committee, andthereby endeavoring to prevent the interests of minority 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
Please see “(3) Measures to Ensure the Fairness of the Transactions and Measures to Avoid
Conflicts of Interests” in “3. Basis, Etc. for the Amount of Money Expected to Be Delivered toShareholders as a Result of the Treatment of Fractional Shares Pertaining to Share Consolidation”
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 “(3) Measures to Ensure the Fairness of the Transactions andMeasures to Avoid Conflicts of Interests” in “3. Basis, Etc. for the Amount of Money Expected to
Be Delivered to Shareholders as a Result of the Treatment of Fractional Shares Pertaining to Share
Consolidation” above. The Findings Report also serves as an opinion on the fact that it is notdisadvantageous to the minority shareholders of SBI Shinsei Bank that SBI Regional Bank HD,
DICJ and RCC will be the only remaining shareholders of SBI Shinsei Bank through the Squeezeout Procedures after the completion of the TOB, and SBI Shinsei Bank, thus, has not obtained
another opinion from any party who does not have any interest in the controlling shareholder.

- 48 -

II. Abolition of the Provisions Regarding Share Unit
1. Reasons for Abolition
The reasons are because if the Share Consolidation takes effect, the total number of issued sharesof SBI Shinsei Bank will be 10 shares, and it will not be necessary to provide for a share unit.
2. Schedule for Abolition
October 2, 2023
3. Conditions for Abolition
The conditions for abolition are that the proposal for the Share Consolidation and the proposal forthe partial amendment to the Articles of Incorporation regarding the abolition of the provision
regarding a share unit (please see “III. Partial Amendment to the Articles of Incorporation” below) areapproved in their original forms, and the Share Consolidation takes effect.
III. Partial Amendment to the Articles of Incorporation
1. Purpose of Amendment to the Articles of Incorporation(1) If the proposal for the Share Consolidation is approved in its original form and the Share
Consolidation takes effect, the total number of authorized shares of the Shares will be reduced to 40
shares pursuant to Article 182, Paragraph 2 of the Companies Act. In order to clarify such point, SBI
Shinsei Bank proposes to amend Article 6 (Total number of authorized shares) of the Articles ofIncorporation subject to the effectuation of the Share Consolidation.
(2)

If the proposal for the Share Consolidation is approved in its original form and the Share
Consolidation takes effect, the total number of issued shares of SBI Shinsei Bank will be 10 shares,
and it will not be necessary to provide for a share unit. Accordingly, subject to the effectuation of the
Share Consolidation, in order to abolish the provision regarding a share unit of the Shares, which iscurrently 100 shares per unit, SBI Shinsei Bank proposes to delete the entirety of Article 7 (Shareunit) and Article 8 (Rights in relation to shares less than one unit) of the Articles of Incorporation andmove up the article numbers due to the amendments.

(3)

If the proposal for the Share Consolidation is approved in its original form, the Shares will be delisted
and SBI Regional Bank HD, DICJ and RCC will be the only shareholders of SBI Shinsei Bank as aresult off the Share Consolidation and the provision for the system for electronic delivery ofshareholders meeting materials will become unnecessary. Accordingly, subject to the effectuation of
the Share Consolidation, SBI Shinsei Bank proposes to delete the entirety of Article 13 (Measuresfor Electronic Provision, Etc.) and move up the article numbers due to the amendments.

2. Details of Amendment to the Articles of Incorporation
The details of the amendments are as follows(The underlined portions indicate amendments)
Proposed amendments
Article 6 (Aggregate Number of Shares
Authorized to be Issued)
The aggregate number of shares which
the Bank shall have the authority to issue
shall be forty (40) shares.

Current Articles of Incorporation
Article 6 (Aggregate Number of Shares
Authorized to be Issued)
The aggregate number of shares which
the Bank shall have the authority to issue
shall
be
four
hundredmillion(400,000,000) shares.
Article 7 (Number of Shares Constituting
One Predetermined Minimum Unit ofShares (tan-gen kabu))
1. One predetermined minimum unit ofshares (tan-gen kabu) shall be one
hundred (100) shares.
2. Shareholders of the Bank may request
the Bank to sell shares in the number thatwill constitute one full unit of shares whencombined with the number of sharesconstituting less than one full of unit
shares owned by them.

(Deleted)- 49 -

Article 8 (Rights Concerning Shares
Constituting Less than One Full Unit)
Shareholders of the Bank may not
exercise any rights concerning sharesconstituting less than one full unit otherthan those prescribed below;(1) Rights set force in Article189,
Paragraph 2 of the Corporation Act;
(2) Right to file a claim in accordance withthe provision of Article 166, Paragraph 1 of
the Corporation Act;
(3) Right to receive allocation of shares
offered or share purchase rights offered inproportion to the number of shares held; or(4) Right to make requests in accordancewith the provision of Article 7, Paragraph
2.

(Deleted)

Articles 9 to 12 (provisions omitted)

Articles 7 to 10 (remain unchanged)

Article 13 (Measures for Electronic
Provision, Etc.)
1. The Bank shall take electronic
measures for provision of the information
contained in the Reference Materials, etc.
for the Shareholders’ Meeting.
2. Among the matters to be provided
electronically, the Bank may choose not toinclude all or part of the matters stipulated
in the Ordinance of the Ministry of Justicein the hardcopy to be provided toshareholders who have requested it by therecord date for voting rights.

(Deleted)

Articles 14 to 41 (provisions omitted)

Articles 11 to 38 (remain unchanged)

3. Schedule of the Amendment to the Articles of Incorporation
October 2, 2023 (planned)
4. Conditions for the Amendment to the Articles of Incorporation
The amendments to the Articles of Incorporation will take effect on condition that the proposal for the Share
Consolidation is approved in its original form at the Extraordinary Shareholders Meeting and the Share
Consolidation takes effect.
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/)Inquiry@sbishinseibank.co.jp- 50 -