Japan Securities Finance : Notice of Convocation of the Extraordinary General Meeting of Shareholders

TSE Code 8511

January 23, 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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

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

This Extraordinary General Meeting of Shareholders is to be held in accordance with a request from two shareholders. The presented proposals are all proposed by these two shareholders (the "Proposal Shareholders"). While the details of the proposals are shown in the Reference Materials concerning the General Meeting of Shareholders below, the Board of Directors of the Company is opposed to all proposals.For the opposition from the Board of Directors of the Company on the proposals, please see pages 13 to 20.

[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 Monday, February 6, 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, etc." before exercising your voting rights.

Yours very truly,

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		Details
1.	Date and Time	10:00 a.m. on Tuesday, February 7th, 2023
2.	Venue	Conference Room, JAPAN SECURITIES FINANCE CO., LTD.
		1-2-10Nihonbashi-Kayabacho,Chuo-ku, Tokyo, Japan

3. Agenda for	Matters for
the Meeting	Resolution:

Proposal 1	Election of persons who will be charged to
	investigate the status of the operations and
	property of the Stock Company as set forth in
	Article 316, Paragraph 2 of the Companies
	Act. (1)
Proposal 2	Election of persons who will be charged to
	investigate the status of the operations and
	property of the Stock Company as set forth in
	Article 316, Paragraph 2 of the Companies
	Act. (2)
Proposal 3	Election of persons who will be charged to
	investigate the status of the operations and
	property of the Stock Company as set forth in
	Article 316, Paragraph 2 of the Companies
	Act. (3)

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 part of 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 Monday, February 6, 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

Management and trust banks or other nominee shareholders as well as standing proxies have the choice of an alternative method for exercising voting rights for the Company's General Meeting of Shareholders. This is the Electronic Voting Platform for Institutional Investors that is operated by ICJ Inc. to use this Electronic Voting Platform must be made in advance.

END

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REFERENCE MATERIALS CONCERNING

THE GENERAL MEETING OF SHAREHOLDERS

Proposal by Shareholders

This proposal is proposed by the Proposal Shareholders. The content of the proposal and the reasons for the proposal are stated in original text as notified by the Proposal Shareholders.

In 1.(2)(a) (Note 2) below, it is stated that Mr. Eizo Kobayashi was appointed as Senior Advisor or Special Advisor to the Company after retiring from President and Chairman, but Mr. Eizo Kobayashi is currently the Executive Officer and Chairman of the Company and has never been appointed as Senior Advisor or Special Advisor to the Company.

Proposal 1

Election of persons who will be charged to investigate the status of the operations and property of the Stock Company as set forth in Article 316, Paragraph 2 of the Companies Act. (1)

1. Description of the Proposal

1. Persons to Investigate the Status of the Operations and Assets

Kenji Shinjo, Hansen Nels Christian, and Akira Maekawa are hereby elected as persons to investigate the status of operations and assets of the Stock Company (the "Investigators") as set forth in Article 316, Paragraph 2 of the Companies Act for the purpose of investigating the matters stated in the Objectives of the Investigation. The election of the Investigators shall become effective upon passage of this Proposal, and no separate agreement with the Company shall be required to be entered into.

1. Investigator Candidate 1 〔Name〕
   Kenji Shinjo
   〔Date of birth〕 December 12, 1952 〔Career summary 〕
   Apr. 1984: Prosecutor at The Tokyo District Public Prosecutors Office
   Apr. 1998: Prosecutor at The Tokyo District Public Prosecutors Office, Public Prosecutor at the Supreme Public Prosecutors Office, and member of the Examination Committee for the Japanese Bar Exam
   Apr. 2001: Prosecutor at The Fukuoka District Public Prosecutors Office and Director of General Affairs Department
   Apr. 2005: Prosecutor at The Yokohama District Public Prosecutors Office and Director of Special Crimes Department
   Oct. 2006: Prosecutor at The Tokyo High Public Prosecutors Office
   Apr. 2007: Prosecutor at The Tokyo High Public Prosecutors Office and Special Prosecutor dispatched to Meiji University Law School
   May 2010: Registered as a lawyer (Dai-Ichi Tokyo Bar Association), joined IPAX PARTNERS
   Jan. 2016: Joined Ueda-Koichi Law Office (present)

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〔Significant concurrent positions〕 Lawyer at Ueda-Koichi Law Office

〔Number of Company Shares owned〕 0

1. Investigator Candidate 2 〔Name〕
   Hansen Nels Christian 〔Date of birth〕 October 27, 1982
   〔Career summary〕
   Oct. 2008: Joined Skadden, Arps, Slate, Meagher & Flom LLP
   Nov. 2008: Admitted to CA bar
   July 2009: Visiting Scholar, Research Institute of Economy, Trade and Industry
   Oct. 2009: Joined APEC Office, Trade Policy Bureau, Ministry of Economy, Trade and Industry
   Nov. 2010: Joined Skadden, Arps, Slate, Meagher & Flom LLP
   May 2011: Admitted to NY bar
   Sep. 2015: Adjunct Instructor at Keio University Law School (present)
   Feb. 2016: Registered as a Gaikokuho Jimu Bengoshi (Tokyo Bar Association)
   June 2017: Local Partner at White & Case Law Offices (Registered Association)
   Jan. 2020: Partner at White & Case Law Offices (Registered Association) (present)
   Apr. 2020: Member of the Japanese Law Translation Council (present)

〔Significant concurrent positions〕

Partner at White & Case Law Offices (Registered Association) Adjunct Instructor at Keio University Law School

Member of the Japanese Law Translation Council

〔Number of Company Shares owned〕 0

1. Investigator Candidate 3 〔Name〕
   Akira Maekawa 〔Date of birth〕 October 9, 1972
   〔Career summary〕
   Apr. 1999: Registered as a lawyer (Dai-Ichi Tokyo Bar Association), joined Okamura Law Office
   Feb. 2006: Financial Securities Inspector for Kanto Finance Bureau of the Ministry of Finance
   Jan. 2008: Joined Masuda & Partners Law Office
   Aug. 2009: Established Maekawa Akira Law Office
   Feb. 2011: Partner at IOTA Law Offices (present)
   Apr. 2016: Vice-president at the Dai-Ichi Tokyo Bar Association.
   Mar. 2018: Outside Director at Japan Investment Adviser Co., Ltd. (present)

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