TSE Code 8511

June 3, 2024

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 114th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 114th 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 we ask that you 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 mark your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return the form to the Company by 5:20 p.m. (JST) on Monday, June 24, 2024.

[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,

1

Details

Date and Time 10:00 a.m. on Tuesday, 25 June, 2024

Venue

JAPAN SECURITIES FINANCE CO., LTD., Conference Room

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

  • Agenda for the Report: Meeting
  1. The 114th fiscal year (from April 1, 2023 to March 31, 2024) Business Report, Consolidated Financial Statements and Report of audits of the consolidated financial statements by the Independent Auditor and Audit Committee.
  2. The 114th fiscal year (from April 1, 2023 to March 31, 2024) Financial Statements

Matters for

Election of Seven (7) Directors

Proposal

Resolution:

  • 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.

2

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 cannot be accessed from a mobile device without an Internet connection.
  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. We ask that you exercise your voting rights on or before 5:20 p.m. (Japan standard time) on Monday, June 24, 2024.
  3. If you exercise your voting rights via the Internet multiple times, the last cast vote will prevail.

Inquiries about the Exercise of Voting Rights via the Internet

Transfer AgentJAPAN 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 operated by ICJ Inc. to exercise their voting rights.

END

3

REFERENCE MATERIALS CONCERNING

THE GENERAL MEETING OF SHAREHOLDERS

Proposal

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 Nominating 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.

5 years (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

12/12 (100)

Capital Inc.)

(Oct. 15, 1944

Jun. 2010

Chairman, Mitsubishi UFJ Lease & Finance

Nominating Committee

11/11 (100)

Company Limited

Reappointment

Outside

Compensation Committee

Jun. 2012

Executive Advisor to the Board, Mitsubishi UFJ

Lease & Finance Company Limited

8/8 (100)

Independent

Jun. 2018

Special Advisor, Mitsubishi UFJ Lease & Finance

1

Company Limited

Jun. 2019

Director and Chairperson of Board of Directors of

Japan Securities Finance Co., Ltd. (current

position)

Jun. 2023

Honorary Advisor, Mitsubishi HC Capital Inc.

(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 determined 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 therefore nominates him as a candidate for director.

(Independence)

He is an independent director as provided for under the rules of the Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans on his continued appointment as an independent director. There are no transactions between the Company and Mitsubishi HC Capital Inc., where he served as the President and CEO until June 2010.

4

No.

Name

Career Summary, Position and Duty

Number of Company Shares owned

Date of Birth

(Significant concurrent positions)

Apr. 1973

Registered Lawyer

2,100

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

5 years (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

Outside Audit & Supervisory Board Member of

12/12 (100)

Aug. 7, 1945

Kitoku Shinryo Co., Ltd.

Nominating Committee

Jun. 2018

Outside Audit & Supervisory Board Member of

Reappointment

Outside

11/11 (100)

Takeei Corp. (current position)

Jun. 2019

Director of Japan Securities Finance Co., Ltd.

Audit Committee

Independent

(current position)

12/12 (100%)

2

Jun. 2022

Outside Director of Janome Corp. (current

Compensation Committee

position)

8/8 (100)

(Significant concurrent positions)

Partner Attorney at Fujibayashi Law Office

Outside 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 determined 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 therefore nominates her as a candidate for director. Although she has not been directly involved in the management of a corporation, other than as an officer, the Company believes that she is well qualified to serve as an outside director for the reasons stated above.

(Independence)

She is an independent director as provided for under the rules of the Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans on her continued appointment as an independent director.

5

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

1,600

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

2 years (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.

10/12 (83)

Jun. 2009

Director, Senior Managing Executive Officer of

Nominating Committee

Oct. 6, 1952

Seven Bank, Ltd.

9/11 (82)

Jun. 2010

President and Representative Director of Seven

Compensation Committee

Reappointment

Outside

Bank, Ltd.

6/8 (75)

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 determined 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 therefore nominates him as a candidate for director.

(Independence)

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

6

No.

Name

Career Summary, Position and Duty

Number of Company Shares owned

Date of Birth

(Significant concurrent positions)

Apr. 1991

Joined Yokogawa Hewlett Packard Co.

2,600

Oct. 1995

Joined Boston Consulting Group

Jun. 2000

Founded (co-established) Dream Incubator Inc.

Term of Office

Director, CTO

Jun. 2005

Vice Representative Director of Dream

2 years (at the conclusion of this

Incubator Inc.

Jun. 2006

Representative Director & CEO of Dream

general meeting)

Incubator Inc. (retired in Jun. 2020)

Jul. 2020

Representative Partner of Business Producer

Attendance rate

Takayoshi

LLC (current position)

Board of Directors

Jan. 2021

Outside Director of BitStar Inc. (current position)

Yamakawa

Apr. 2021

Outside Director of Baseconnect Inc. (current

12/12 (100)

position)

Nominating Committee

Oct. 2, 1965

Jun. 2021

Outside Director of Akatsuki Securities, Inc.

8/8 (100)

(current position)

Reappointment

Outside

Audit Committee

Jun. 2022

Outside Director of FP Corp. (current position)

12/12 (100%)

Independent

Director of Japan Securities Finance Co., Ltd.

4

(current position)

Compensation Committee

(Significant concurrent positions)

3/3 (100)

Representative Partner, Business Producer LLC

Outside Director, Akatsuki Securities, Inc.

Outside Director, FP Corporation

(Reasons for selecting the candidate and expected roles)

He has extensive knowledge and insight into trends in technological innovation related to DX, etc., as well as extensive experience in corporate management in the industrial sector. The Company has determined 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 therefore nominates him as a candidate for director.

(Independence)

He is an independent director as provided for under the rules of the Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans on his continued appointment as an independent director. There are also no transactions between the Company and Business Producer LLC, where he is the Representative Partner, and between the Company and Dream Incubator Inc., where he was the Representative Director & CEO until June 2020.

7

No.

Name

Career Summary, Position and Duty

Number of Company Shares owned

Date of Birth

(Significant concurrent positions)

Apr. 1983

Chief Editor of Travail of Japan Recruit Center

1,300

Dec. 2001

Head of Frontier Service Development Laboratory

of East Japan Railway Company

Term of Office

Apr. 2006

Visiting Professor of Graduate School of Public

Management, Waseda University

1 year (at the conclusion of this

Nov. 2006

Member of Government Tax Commission

general meeting)

Jun. 2007

Outside Auditor of Taisho Pharmaceutical Co., Ltd.

Apr. 2009

Professor of Graduate School of Humanities,

Attendance rate

Musashi University

Setsuko Egami

Professor of Faculty of Sociology, Musashi

Board of Directors

University

8/9 (89)

Jul. 16, 1950

Jun. 2011

Outside Auditor of Yusen Logistics Co., Ltd.

Compensation Committee

Apr. 2012

Dean of Faculty of Sociology, Musashi University

Reappointment

Outside

4/5 (80)

Jun. 2015

Outside Director of Mitsubishi Estate Co., Ltd.

Jun. 2018

Outside Director of Mitsubishi Motors Corporation

Independent

Jun. 2020

Outside Director of Resona Holdings, Inc. (current

5

position)

Apr. 2021

Professor Emeritus, Musashi University (current

position)

Jun. 2023

Director of Japan Securities Finance Co., Ltd.

(current position)

(Significant concurrent positions) Professor Emeritus, Musashi University Outside Director of Resona Holdings, Inc.

(Reasons for selecting the candidate and expected roles)

She has extensive knowledge and broad insight on human resource development, risk management, and corporate management. The Company has determined 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 therefore nominates her as a candidate for director.

(Independence)

She is an independent director as provided for under the rules of the Tokyo Stock Exchange, Inc. If this proposal is approved, the Company plans on her continued appointment as an independent director.

No.

Name

Career Summary, Position and Duty

Number of Company Shares owned

Date of Birth

(Significant concurrent positions)

May 2008

Deputy Director-General of Personnel and

18,100

Corporate Affairs Dept. (Personnel Management).,

BOJ

Term of Office

Mar. 2009

Director-General of Personnel and Corporate

Affairs Dept., BOJ

5 years (at the conclusion of this

Jun. 2010

Director-General of Monetary Affairs Dept., BOJ

general meeting)

May 2011

General Manager of Nagoya Branch, BOJ

Mar. 2013

Executive Director of BOJ

Attendance rate

Apr. 2017

Senior Advisor of American Family Life Assurance

Company (currently Aflac Japan Ltd.)

Board of Directors

Shigeki Kushida

May 2019

Advisor of Japan Securities Finance Co., Ltd.

12/12 (100%)

Jun. 2019

Director (current position) Representative

Nominating Committee

Jun. 8, 1958

Executive Officer & President (current position)

6

11/11 (100)

Jun. 2022

Director of JSF Trust and Banking Co., Ltd.

Reappointment

Compensation Committee

(current position)

(Significant concurrent positions)

8/8 (100%)

Director of JSF Trust and Banking Co., Ltd.

Outside Director of Denso Corp.

(Reasons for selecting as a candidate)

He has extensive experience and knowledge in the field of finance and securities, including serving as the Executive Director of the Bank of Japan, and has been involved in the management of the Company as President and Representative Executive Officer since 2019. The Company has determined that as the person who leads and directs the executive officers and as the chief management executive, he can be expected to play a sufficient role in improving the supervisory function, etc. of the Board of Directors and in determining the medium- to long-term management policies of the Company, etc., by concurrently serving as a director, and therefore nominates him as a candidate for director.

8

No.

Name

Career Summary, Position and Duty

Number of Company Shares owned

Date of Birth

(Significant concurrent positions)

Apr. 1982

Joined Japan Securities Finance Co., Ltd.

95,400

Feb. 2008

General Manager of Margin Loan Dept.

Jun. 2011

Corporate Officer & General Manager of

Term of Office

Information Systems Planning Dept.

Jun. 2015

Corporate Officer & General Manager of Planning

Dept.

Jun. 2016

Managing Director of Japan Securities Finance

取締役会等の出席状況

Co., Ltd.

Jun. 2018

Senior Managing Director

Kenji Fukushima

Jun. 2019

Senior Managing Executive Officer (retired in Mar.

7

2022)

Apr. 2022

Advisor of JSF Trust and Banking Co., Ltd.

Nov. 28, 1959

Jun. 2022

Executive Vice President of JSF Trust and

Banking Co., Ltd. (Scheduled retirement in June

New

2024.)

(Reasons for selecting as a candidate)

He has served as a General Manager and Director of the Company and is familiar with all aspects of the Company's business activities. Moreover, he has extensive experience and knowledge in the fields of finance and securities, as well as knowledge of finance. The Company has determined that he can be expected to play a sufficient role in the effective supervision of the Company's management and in decision- making on the Company's medium- to long-term management policies, etc., and therefore nominates him as a candidate for the position of director.

Candidate for

Candidate for

Candidate for

Candidate for

Reappointment

Reappointment

New

Outside

Independent

New Director

Outside Director

Independent Director

Director

(Notes) 1. There are no special interests between the respective candidates and the Company.

  1. Setsuko Egami's name in the family register is Setsuko Kusumoto.
  2. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Mr. Naotaka Obata, Ms. Shoko Sugino, Mr. Kensuke Futagoishi, Mr. Takayoshi Yamakawa and Ms. Setsuko Egami to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability for damages under such agreement is the minimum liability amount provided in Article 425, paragraph (1) of the same Act. If the election of Mr. Kenji Fukushima is approved, the Company plans to enter into the same Limited Liability Agreement with him.
  3. Indicates the status of attendance at meetings of the Board of Directors and each committee held after assuming office as directors.
  4. The Company has concluded a Directors' and Officers' Liability Insurance Policy as stipulated in Article 430-3, paragraph (1) of the Companies Act, insuring its directors, executive officers, corporate officers, and other important employees, as well as officers at its subsidiaries. Under this Insurance Policy, the insured Officers, etc. are covered for damages (compensation for damages and litigation expenses) that may arise from liability for the actions related to their duties, or from being subjected to claims in connection with such liability. However, there are certain exemptions, such as cases where the actions are carried out with the understanding that their conduct violates laws and regulations. If each candidate is elected and assumes office as a Director, each candidate will be included in the insurance contract as an insured. This insurance policy is scheduled to be renewed at the next renewal under the same level of coverage.
  5. Mitsubishi Motors Corporation, where Ms. Setsuko Egami served as an outside director until June 2021, failed to ensure that certain foreign technical intern trainees at its Okazaki Plant received technical training in accordance with the technical training plan approved by the Organization for Technical Intern Training. In January 2019, based on the Act on Proper Technical Intern Training and Protection of Technical Intern Trainees, Mitsubishi Motors Corporation suffered the revocation of certification for its technical intern training plan and an order for improvement. Although she was not aware of this fact until it came to light, during her term of office, Ms. Egami expressed her opinions from the viewpoint of compliance with laws and regulations, she alerting others and otherwise appropriately executed her duties.

9

[Reference 1 ] Skills List for Director Candidates (Skills Matrix)

Finance

Judicial

Internal

Corporate

Internation

Financial

Controls

Name

Securities

Affairs

ESG

manageme

al

Accountin

Risk

Economic

Complianc

nt

experience

g

Manageme

s

e

nt

Naotaka Obata

Shoko Sugino

Kensuke Futagoishi

Takayoshi Yamakawa

Setsuko Egami

Shigeki Kushida

Kenji Fukushima

[Reference 2 ] Planned Appointments of Director Candidates to Chairperson of the Board of Directors, and to Nominating, Audit, and Compensation Committees

Seven (7) candidates for directors (including two (2) females) will assume the following positions after their election at the Shareholders' Meeting.

Name

Position

Remarks

Nominating

Audit

Compensation

Committee

Committee

Committee

Chairperson

Chairperson

Chairperson

Reappointment

Naotaka Obata

of the Board

of Directors

Outside Director

Shoko Sugino

Member

Chairperson

Member

Reappointment

Outside Director

Kensuke Futagoishi

Member

Member

Reappointment

Outside Director

Takayoshi Yamakawa

Member

Member

Reappointment

Outside Director

Setsuko Egami

Member

Reappointment

Outside Director

Reappointment

Shigeki Kushida

Member

Member

Representative

Executive Officer &

President

Kenji Fukushima

Member

New appointment

Non-executive director

10

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JSF - Japan Securities Finance Co. Ltd. published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 01:52:05 UTC.