Japan Securities Finance : Notice of Convocation of the 113th Annual General Meeting of Shareholders

TSE Code 8511

May 31, 2023

To Shareholders

Director Representative Executive Officer & President

Shigeki Kushida

JAPAN SECURITIES FINANCE CO., LTD.

1-2-10,Nihonbashi-Kayabacho,Chuo-ku, Tokyo, Japan

NOTICE OF CONVOCATION OF

THE 113th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 113th Annual General Meeting of Shareholders (the "Meeting") of Japan Securities Finance Co., Ltd. (the "Company" or "JSF") will be held as described below.

You may exercise your voting rights using either of the following methods, and are kindly requested to exercise your voting rights after reviewing the Reference Materials concerning the Meeting as described below.

[When exercising your voting rights in writing (voting right exercise form)]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and send it back so that it arrives by 5:20 p.m. (JST) on Wednesday, June 21, 2023.

[When exercising your voting rights via the Internet, etc.]

When exercising your voting rights via the Internet, etc., please carefully read the "Notes on the Execution of Votes" before exercising your voting rights.

Yours very truly,

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		Details
■1	Date and Time	10:00 a.m. on Thursday, 22 June, 2023
■2	Venue	JAPAN SECURITIES FINANCE CO., LTD., Conference Room
		1-2-10Nihonbashi-Kayabacho,Chuo-ku, Tokyo, Japan

■3 Agenda for the Report: Meeting

Matters for

Resolution:

1. The 113th fiscal year (from April 1, 2022 to March 31, 2023) Business Report, Consolidated Financial Statements and Report of audits of the consolidated financial statements by the Independent Auditor and Audit Committee.
2. The 113th fiscal year (from April 1, 2022 to March 31, 2023) Financial Statements

	Election of Seven (7) Directors
Proposal 1
	Amendment to the Articles of Incorporation
Proposal 2
	to abolish the position of Chairperson of the
	Executive Officers
	Amendment to the Articles of Incorporation
Proposal 3
	concerning disclosure of individual
	remuneration for the Representative
	Executive Officer & President
	Amendment to the Articles of Incorporation
Proposal 4
	concerning the prohibition of reemployment,
	etc. of persons who have served as
	President
	Amendment to the Articles of Incorporation
Proposal 5
	concerning disclosure of remuneration for
	officers who have served as President after
	their retirement from office
	Amendment to the Articles of Incorporation
Proposal 6
	concerning disclosure of material proposed
	actions taken by major shareholders

■4 Notes on the

Execution of Please refer to "Notes on the Execution of Votes" on next page Votes

Note: These documents have been translated from the Japanese originals for reference purposes only. In the event of any discrepancies between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translations.

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Notes on the Execution of Votes.

1. With regard to the exercise of voting rights via the Internet.

1. Shareholders exercising their voting rights via the Internet can only do so via the website designated by the Company (https://www.e-sokai.jp). However, please note that the voting service website is not available from a mobile which the Internet can be connected.
2. If you are exercising your voting rights via the Internet, please enter your "voting code" and "password" indicated on the proxy voting form and follow the instructions on the screen to register whether you approve or disapprove of each proposal, and are kindly requested to exercise your voting rights on or before 5:20 p.m. (Japan standard time) on Wednesday, June 21, 2023.
3. If you exercise your voting rights via the Internet multiple times, the vote cast last shall prevail.

Inquiries about the Exercise of Voting Rights via the Internet

Transfer Agent：JAPAN SECURITIES AGENTS, LTD.

Agency Department

[Direct Line for Web Support (Toll free)] 0120-707-743 Accessible from 9:00 a.m. to 9:00 p.m. on business days, Saturdays, Sundays, and national holidays.

2. Platform for the Electronic Exercise of Voting Rights

Institutional investors may use the Electronic Voting Platform that is operated by ICJ Inc. as a method of exercising the voting rights.

END

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REFERENCE MATERIALS CONCERNING

THE GENERAL MEETING OF SHAREHOLDERS

Proposal by the Company

Proposal 1

Election of Seven (7) Directors

As the term of office of all directors will expire at the conclusion of this General Meeting, the Company proposes the election of seven(7) directors (including five(5) outside directors) in accordance with the decision of the Nomination Committee.

The candidates are follows.

No.		Name		Career Summary, Position and Duty	Number of Company Shares owned
	（Date of birth）		(Significant concurrent positions)
					Apr. 1968	Joined The Mitsubishi Bank, Ltd.	―
					May 1999	Managing Executive Officer of The Bank of Tokyo-
						Mitsubishi, Ltd.	Term of Office
					Jan. 2004	Senior Managing Executive Officer of The Bank of
						Tokyo-Mitsubishi, Ltd.	4years (At the conclusion of this
					Jun. 2004	Deputy President, The Bank of Tokyo-Mitsubishi,	general meeting)
						Ltd.
					Jun. 2005	President and CEO, Diamond Lease Company	Attendance rate
						Limited
					Apr. 2007	President and CEO, Mitsubishi UFJ Lease &	Board of Directors
		Naotaka Obata		Finance Company Limited (currently Mitsubishi HC
			13/13 (100％)
			Capital Inc.)
		(Oct. 15, 1944）	Jun. 2010	Chairman, Mitsubishi UFJ Lease & Finance	Nomination Committee
		8/8 (100％)
						Company Limited
		Reappointment	Outside			Remuneration Committee
			Jun. 2012	Executive Advisor to the Board, Mitsubishi UFJ
						Lease & Finance Company Limited	7/7 (100％)
		Independent
			Apr. 2013	Board member of Japan Pension Service
1					Jun. 2018	Special Advisor, Mitsubishi UFJ Lease & Finance
					Company Limited (currently Mitsubishi HC Capital
						Inc.) (current position)
					Jun. 2019	Director and Chairperson of Board of Directors of
						Japan Securities Finance Co., Ltd. (current
						position)

(Reasons for selecting the candidate and expected roles)

He has extensive experience in corporate management in the financial industry. Through his overseas business experience, he also has extensive knowledge and insight on international business development, and therefore, the Company has judged that he can be expected to play a sufficient role in the effective supervision of the Company's management and in decision-making on medium- and long- term management policies, etc., from an independent and objective standpoint as an outside director, and has therefore nominated him as a candidate for director.

(Independence)

He is an independent director as provided for by Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans for his appointment as an independent director to continue. There are no transactions between the Company and Mitsubishi HC Capital Inc., for which he served as President and CEO until June 2010.

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No.		Name		Career Summary, Position and Duty	Number of Company Shares owned
	（Date of birth）		(Significant concurrent positions)
					Apr. 1973	Registered Lawyer	1,800
						Joined Fujibayashi Law Office
					Apr. 1994	Partner Attorney at Fujibayashi Law Office (current	Term of Office
						position)
					Apr. 1997	Professor for The Legal Training and Research	4years (At the conclusion of this
						Institute of Japan	general meeting)
					Apr. 2000	Tokyo Family Court Conciliation
						Committee Member	Attendance rate
					Jul. 2005	Environment Dispute Coordination
		Shoko Sugino		Commission Member	Board of Directors
		Mar. 2007	Audit & Supervisory Board Member of Kitoku
		13/13 (100％)
		（Aug. 7, 1945）		Shinryo Co., Ltd.
			Nomination Committee
					Jun. 2018	Audit & Supervisory Board Member of Takeei
		Reappointment	Outside		8/8 (100％)
				Corp. (current position)
					Jun. 2019	Director of Japan Securities Finance Co., Ltd.	Audit Committee
		Independent
				(current position)	13/13 (100%)
2					(Significant concurrent positions)	Remuneration Committee
					7/7 (100％)
					Partner Attorney at Fujibayashi Law Office
					Audit & Supervisory Board Member of Takeei Corporation
					Outside Director of Janome Corporation

(Reasons for selecting the candidate and expected roles)

As an attorney at law, she has extensive experience and knowledge in legal and compliance matters, as well as in internal control, sustainability, and corporate governance. The Company has judged that she can be expected to play a sufficient role in the effective supervision of the Company's management and in decision-making on medium- and long-term management policies, etc., from an independent and objective standpoint as an outside director, and has therefore nominated her as a candidate for director. Although she has not been directly involved in the management of a corporation, except as outside director or outside corporate auditor, the Company believes that she is well qualified to act as an outside director because of the reasons stated above.

(Independence)

She is an independent director as provided for by Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans for her appointment as an independent director to continue.

No.		Name		Career Summary, Position and Duty		Number of Company Shares owned
	（Date of birth）		(Significant concurrent positions)
					Apr. 1977	Joined The Sanwa Bank, Limited	700
					Apr. 2001	General Manager, Retail Banking Planning
						Division, UFJ Holdings, Inc.		Term of Office
					Jan. 2002	General Manager, Gotanda Corporate Sales
						Department and Branch Manager, Gotanda		1year (At the conclusion of this
						Branch, UFJ Bank Limited
					Oct. 2003	Joined IY Bank Co.,Ltd. (currently Seven Bank,		general meeting)
						Ltd.)
							Attendance rate
					Jun. 2004	Director of IY Bank Co.,Ltd.
		Kensuke	Jun. 2006	Director, Executive Officer of Seven Bank, Ltd.
			Board of Directors
		Nov. 2007	Director, Managing Executive Officer of Seven
		Futagoishi		Bank, Ltd.		10/10 (100％)
		Jun. 2009	Director, Senior Managing Executive Officer of		Nomination Committee
		（Oct. 6, 1952）		Seven Bank, Ltd.		8/8 (100％)
					Jun. 2010	President and Representative Director of Seven		Remuneration Committee
		Reappointment	Outside
				Bank, Ltd.
					6/6 (100％)
3					Jun. 2018	Chairman and Representative Director of Seven
	Independent
			Bank, Ltd.
				Jun. 2022	Special Advisor of Seven Bank, Ltd. (current
					position)
						Director of Japan Securities Finance Co., Ltd.
						(current position)

(Reasons for selecting the candidate and expected roles)

He has extensive experience in the management of financial institutions with unique and leading-edge business models, as well as a wealth of knowledge and extensive insight on internal control and risk management. The Company has judged that he can be expected to play a sufficient role in the effective supervision of the Company's management and in decision-making on medium- and long-term management policies, etc., from an independent and objective standpoint as an outside director, and has therefore nominated him as a candidate for director.

(Independence)

He is an independent director as provided for by Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans for his appointment as an independent director to continue. There are no transactions between the Company and Seven Bank, Ltd., for which he served as President and Representative Director until June 2018.

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