Shinsei Bank : The items provided through the Internet pursuant to the laws and the Company’s Articles of Incorporation for the Notice of the Annual General Meeting of Shareholders for the 22nd Term

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

[TRANSLATION]

The items provided through the Internet pursuant to the laws and the Company’s Articles of Incorporation for the Notice of the Annual General Meeting of Shareholders for the 22nd Term

1. Stock Acquisition Rights of the Bank
2. Contents of Resolutions Concerning the Organization of a System to Ensure Business Relevance and Operational Status of the Said System “Outline of resolutions concerning a system to ensure business relevance”
3. Notes to the consolidated financial statements
4. Notes to the financial statements

(from April 1, 2021 to March 31, 2022)

The above items are provided through the Bank’s website (https:// www.shinseibank.com) pursuant to the laws and Article 13 of the Company’s Articles of Incorporation for the Notice of the Annual General Meeting of Shareholders for the 22nd Term.

Shinsei Bank, Limited

(Translation)

Stock Acquisition Rights of the Bank

1. Stock acquisition rights of the Bank owned by the Directors, Outside Directors, and Audit & Supervisory Board Members of the Bank as of the end of the fiscal year ended March 31, 2022.
   Not applicable.
2. Stock Acquisition Rights of the Bank issued to employees, etc. during the fiscal year ended March 31, 2022. Not applicable.

(Translation)

Contents of Resolutions Concerning the Organization of a System to Ensure Business Relevance and Operational Status of the Said System

1. Outline of resolutions concerning a system to ensure business Relevance

To create a system for ensuring business relevance (internal control systems) as resolved by the Board of Directors pursuant to Article 362, Paragraph 4, Item 6 of the Corporation Act and Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of Corporation Act, we prescribe detailed rules in the “Internal Control Rules“ and their related rules, and make resolutions at the Board of Directors meetings. “Executive Directors“ (gyoumu-shikkou- torishimariyaku) and Executive Officers(*) are required to establish and operate internal control systems for the business areas they are responsible for, and all “Executive Directors” (gyoumu-shikkou-torishimariyaku), Executive Officers, Chief Officers, Senior Officers, and employees of the Bank are required to observe such internal control systems. Furthermore, the Board of Directors periodically verifies the status of internal control systems and the Bank’s basic policy for building internal control systems. An outline of these activities is described below.

(*) Former position of Chief Officers and Senior Officers in the Group Headquarter has been consolidated to Executive Officers since April 1, 2022. The following statements regarding resolutions reflect such organizational changes

1. Framework of the organization

Internal Control Rules stipulate that the internal control systems shall consist of ① a self-disciplined function in the business execution line in the field (hereinafter, the “First Line“), management functions that are independent from the business execution line in the field such as risk management and compliance functions (hereinafter, the “Second Line“), and an internal audit line (hereinafter, the “Third Line“) and ② in order to capture and address serious risks and problems appropriately, the Board of Directors shall receive reports from the Second and Third Lines in a timely manner and shall examine major policies and controls regularly.

1. System for ensuring that the Bank’s directors and employees perform their duties in compliance with laws, regulations and the Articles of Incorporation (Article 362, Paragraph 4, Item 6 of the Corporation Act; Article 100, Paragraph 1, Item 4 of the Ordinance for Enforcement of Corporation Act)
   We have established the “Shinsei Bank Group Code of Conduct” (the “Code of Conduct”) as a basis of the system to ensure that the Bank’s directors and employees perform their duties in compliance with laws, regulations, and the Articles of Incorporation. All officers and employees of the Bank are required to comply with it.
   The Code of Conduct requires the Bank officers and employees to comply with the letter and spirit of all laws, regulations, and rules applicable to their duties at the Bank, and to follow internal procedures. In addition, it stipulates their obligation to report violations. The Code of Conduct also prescribes rules for respecting human rights, sincere and fair business activities, and behavior as an individual.
2. System for retaining and managing information related to the execution of duties by directors of the Bank (Article 100, Paragraph 1, Item 1 of the Ordinance for Enforcement of Corporation Act)
   We endeavor to retain and manage information related to the performance of duties by the Bank’s directors with due care required for each type of storage media in order to prevent information leakage. We also provide such information to the Audit & Supervisory Board Members of the Bank from time to time upon their request. In addition, we manage information regarding the performance of duties by the Bank’s directors and employees pursuant to the Information Security Policy established by the Bank.
   The Group Information Security Policy recognizes information as important assets and requires appropriate management and protection of information assets.
3. Regulations and other systems concerning the management of risk of losses for the Bank (Article 100, Paragraph 1, Item 2 of the Ordinance for Enforcement of Corporation Act)
   We have established the Group Risk Governance Policy and the Group Risk Management Policy to manage the risk of losses for the Bank and created a risk management system based on these Policy.
   The Group Risk Governance Policy sets forth the basic rationale for risk governance and the basic policy for its systems by capturing risk culture, appropriate business execution based on risk appetite, and risk management as basic components of risk governance.
   The Group Risk Management Policy focuses mainly on the components of risk management and sets forth the basic policy for managing risks in a proactive manner by understanding the total quantity of risks assumed by the Bank and the Shinsei Bank Group. This system is put into operation by combining a “macro approach” (allocation and assessment of capital/resources by the management body) and a “standardized business management framework” (gradually diversified approval process for risk-taking). As the specific “business management framework”, the Policy provides for:

(Translation)

1. Risk classifications such as credit risk, market risk, liquidity risk, operational risk, and investment risk;
2. Composition, objectives, missions, and functions of various committee organizations corresponding to risks such as the Group Risk Policy Committee, Transaction Committee, Doubtful Debt Committee, Group ALM Committee, Market Business Management Committee, and Group New Business and Product Committee; and
3. Functions, roles and responsibilities of the divisions under the Executive Officer in charge of Group Risk Management and the divisions under the head of Credit Risk Management.

Moreover, we have established the Group Business Continuity Management Committee and various rules concerning the business continuity framework in order to continue important business operations and fulfill our responsibilities to customers and society as much as possible upon occurrence of large-scale disasters, accidents, or other events that disrupt our business activities.

1. System to ensure that the Bank’s directors efficiently perform their duties and responsibilities (Article 100, Paragraph 1, Item 3 of the Ordinance for Enforcement of Corporation Act)
   We have adopted the Executive Officer system in order to ensure timely and efficient execution of daily business. Specifically, “Divisions” are designated as the most basic business unit in the bank, and under the direction of the President and Executive Officers who are delegated authorities by the Board of Directors undertake operations for which they are responsible, centering on Heads of Executive Officers and other Executive Officers , in accordance with the “Regulations of Business Execution.”
   The “Regulations of Business Execution” provide for basic matters for ensuring efficient execution of duties and responsibilities of directors and others. These include: standards for the election and dismissal of “executive directors” (gyoumu-shikkou-torishimariyaku) and Executive Officers, compliance with laws and regulations, a good manager’s duty of care and duty of loyalty, duty not to compete, prohibition of actions constituting a conflict of interest, duty of reporting to the Board of Directors, actions to be taken when there is a concern that significant damage may be incurred to the Bank, retention and management of information concerning the execution of duties, establishment of the Group Executive Committee and the Executive Committee (composed of executive officers, such as executive directors, the Heads of Executive Officers and Executive Officers in the Group Headquarters) established as a body to allow the President to make decisions on business execution matters), and the duties and authorities of “executive directors” (gyoumu-shikkou-torishimariyaku) and Executive Officers, among other things.
2. System to ensure business relevance of corporate groups consisting of the Bank and its parent company and subsidiaries (Article 362, Paragraph 4, Item 6 of the Corporation Act; Article 100, Paragraph 1, Item 5 of the Ordinance for Enforcement of Corporation Act)
   To ensure our business operations are consistent with our overall management policies, business plans, risk management and compliance frameworks, we designate the Divisions in charge of each of our subsidiaries and affiliates and create a system for mainly specialized sections to provide guidance on and manage overall management of the subsidiaries and affiliates. The Bank’s subsidiaries and affiliates also receive guidance on their business management and are managed in accordance with the Subsidiaries and Affiliates Policy and Group Headquarters Organization Management Policy.
   The purpose of the Subsidiaries and Affiliates Policy is to maximize our Group value by clarifying the following three responsibilities with respect to the management of our subsidiaries and affiliates:
3. 1. Supporting the subsidiaries and affiliates to show their autonomy, while ensuring that their initiatives are consistent with the Bank’s overall strategy and directions;
   2. Instructing the subsidiaries and affiliates to manage risks, perform administrative operations, and achieve operational efficiency in accordance with the scale and nature of their businesses; and
   3. Ensuring that the subsidiaries and affiliates comply with rules (including firewall rules), maintain their reputation, and establish appropriate internal controls.

To achieve this goal, the Policy stipulates issues concerning instructions to and management of subsidiaries and affiliates such as the roles and responsibilities of the Business-Supervising Sections and Governance Section, specialized sections and other relevant divisions within the Bank, items requiring approval of the Group Executive Committee, responsibilities of the subsidiaries and affiliates, responsibilities of the Bank’s officers and employees in relation to the Bank’s subsidiaries and affiliates, and other responsibilities of the Bank’s officers and employees.

The Group Headquarters Organization Management Policy aims to operate the Group Headquarters efficiently. The Policy stipulates basic matters related to the organizations necessary for operating the Group Headquarters and related to managing the organizations, such as basic principles for forming the Group Headquarters, organization, division of duties, relationship between the Group Headquarters and Group member companies, members, titles, duties, and authority.

(Translation)

1. Matters concerning employees who are required to assist the Audit & Supervisory Board Members of the Bank in fulfilling their duties and responsibilities and matters concerning ensuring the effectiveness of instructions given by the Audit & Supervisory Board Members of the Bank to the said employees (Article 100, Paragraph 3, Items 1 and 3 of the Ordinance for Enforcement of Corporation Act)
   We have established the Office of Audit & Supervisory Board Members to assist the Audit & Supervisory Board Members of the Bank in the performance of audits, and stipulate that the employees belonging to the Office of Audit & Supervisory Board Members are the employees who should assist the Audit & Supervisory Board Members in fulfilling their duties and responsibilities (the “Assistants”). The Assistants have an obligation to comply with the directions and orders the Audit & Supervisory Board Members give them and to report to the Audit & Supervisory Board Members the results of their work.
2. Matters concerning the independence of the employees defined in the preceding paragraph from the Bank’s directors (Article 100, Paragraph 3, Item 2 of the Ordinance for Enforcement of Corporation Act)
   The Office of Audit & Supervisory Board Members directly reports to the Audit & Supervisory Board Members of the Bank, and is established as an organization independent from the Bank’s directors and their business lines. As such, the Office of Audit & Supervisory Board seeks prior approval from the Audit & Supervisory Board concerning the appointment, dismissal, reassignment and transfer of the Assistants and other important matters concerning employment. Furthermore, the Office seeks prior approval of the Audit & Supervisory Board when revising wages and other remuneration of the Assistants.
3. Systems listed below and other systems concerning reporting to the Audit & Supervisory Board Members of the Bank (Article 100, Paragraph 3, Item 4 of the Ordinance for Enforcement of Corporation Act)
4. • Directors and employees of the Bank are, when they have found any fact that could cause significant damage to the Bank, required to report without delay to the Audit & Supervisory Board Members of the Bank the matters concerning such a fact and other matters prescribed by the Bank’s Board of Directors or Audit &

Supervisory Board.

• Directors, Audit & Supervisory Board members, and employees of the Bank’s subsidiary are, when they have found any fact that could cause significant damage to the subsidiary of the Bank, required to report without delay to the Audit & Supervisory Board Members of the Bank the matters concerning such a fact and other matters prescribed by the Bank’s Board of Directors or Audit & Supervisory Board.

• The directors and employees of the Bank and directors, Audit & Supervisory Board members, and employees of the subsidiary of the Bank who have received a report on matters prescribed in each of the preceding items are required to report such matters without delay to the Audit & Supervisory Board Members of the Bank.

1. • In addition to the preceding items, the whistle-blowing system and reports made under the said system to the Audit & Supervisory Board Members of the Bank by directors and employees of the Bank, and directors, Audit & Supervisory Board members, and employees of the Bank’s subsidiaries are handled appropriately pursuant to the “Compliance Hotline Procedure.”
2. System to ensure that people who made a report under the preceding paragraph are not treated disadvantageously on the ground they made the said report (Article 100, Paragraph 3, Item 5 of the Ordinance for Enforcement of Corporation Act)
   We ensure that a person who makes a report that falls under the preceding paragraph is not treated disadvantageously in relation to his/her employment conditions and other matters on the ground that the said person made the said report.
3. Procedures for advance payment or refund of expenses incurred for the execution of duties by the Audit & Supervisory Board Members of the Bank and matters concerning the policy for handling other expenses or obligations incurred in the execution of such duties (Article 100, Paragraph 3, Item 6 of the Ordinance for Enforcement of Corporation Act)
   When the Audit & Supervisory Board Members of the Bank have requested advance payment and so forth of expenses incurred in relation to the execution of their duties pursuant to each item of Article 388 of the Corporation Act, we ensure that the Bank shall promptly process such expenses or obligations unless it is deemed that such expenses or obligations are unnecessary for the execution of the relevant duties by the Audit & Supervisory Board Members. Furthermore, the Audit & Supervisory Board Members of the Bank may, as necessary, hire outside experts at the expense of the Bank within the scope permitted by laws.