May 16, 2022
To whom it may concern
Company: Japan Securities Finance Co., Ltd.
Representative Executive Officer & President: Shigeki Kushida(Code No. 8511, TSE Prime)
Contact: Kentaro Hibi, General Manager, Corporate Governance Office(E-mail : info@jsf.co.jp)

Announcement Regarding Partial Amendments to the Articles of Incorporation

Japan Securities Finance Co., Ltd. (hereinafter “JSF”) hereby announces that it has resolved,
at a meeting of the Board of Directors held on May 16, 2022, to submit a proposal for partial
amendment to the Articles of Incorporation to the 112th Ordinary General Meeting ofShareholders scheduled to be held on June 23, 2022,as described below.
Matters Resolved
1. Purpose of the Amendments to the Articles of Incorporation(1) Change the Number of Directors
In conjunction with the Company's transition to a company with a Nominating Committee
in 2019, JSF have been working to improve the effectiveness of supervision by the Board of
Directors under a structure of five (5) directors, including three (3) outside Directors, after
separating the supervision and execution functions.
Specifically, under a system in which the chairperson of the Meeting of the Board of
Directors and the chairpersons of the three committees are all outside Directors, multiplereviews and discussions have been held from various angles in formulating the Medium-Term
Management Plan and other plans. Also, to ensure appropriate supervision of businessactivities, efforts have been made to enhance the information provided to directors byreviewing the contents of reports and holding business activities briefings. These efforts havebeen rated as being appropriate in the evaluation of the effectiveness of the Meeting of theBoard of Directors.
However, given the changes in the business environment, such as the revision of theCorporate Governance Code, the transition to the new market category on the Tokyo Stock
Exchange, and the further development of internationalization and DX, as well as the1Company entering a phase of formulating and implementing the next Medium-Term
Management Plan under the medium-term management policy, and from the perspective offurther enhancing the role of the Board of Directors of a company with a NominatingCommittee, etc., in deliberating and determining basic management policies and assuming asupervisory function, the Company has decided to reexamine the composition, etc. of theBoard of Directors through renewed deliberations at the Nominating Committee.
As a result, while the current Board of Directors is composed of directors with the necessary
skills to effectively fulfill its supervisory function over the execution of duties. In light of thechanges in the environment etc., it is desirable to have multi-layered skill sets, and it is also
important to have a balance in terms of the number of supervisors and executives, as well as
diversification in terms of age composition and gender. Based on these considerations, JSF
have come to the conclusion that it is appropriate to increase the size of the Board of Directors
by approximately two (2) outside Directors in addition to the current five (5). JSF have alsocome to the conclusion that it is appropriate to review the maximum number of directors inconsideration of the Company's size while allowing for prompt decision-making, and with acertain margin in conjunction with the actual number of directors, based on the skill matrix.
Consequently, the number of directors stipulated in Article 19 of the current Articles ofIncorporation will be changed to a maximum of eight (8) with one (1) additional spare director
for the actual number of directors of seven (7).
(2) Concerning the System of Providing Materials for the General Meeting of Shareholders In
Electric Format
The amended provisions stipulated in the proviso of Article 1 of the supplementaryprovisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will comeinto force on September 1, 2022. Accordingly, in order to prepare for the introduction of thesystem for electronic provision of materials for General Shareholders’ Meetings, the Articlesof Incorporation of the Company shall be amended as follows.
ⅰ. The proposed Article 15, Paragraph 1 stipulates that the Company takes electronic
provision measures for information contained in the Reference Documents for the General
Shareholders’ Meeting, etc.
ⅱ. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit
the scope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
ⅲ. The provisions related to the Internet Disclosure and Deemed Provision of Reference
Documents for General Shareholders Meeting (Article 15 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
2ⅳ. In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
2. Details of the proposed amendment
The details of the proposed amendment are as appendix:
3. Date of amendments
Ordinary General Meeting of Shareholders to approve the Amendment: June 23, 2022
Effective Date of the Amendment: June 23, 2022

End of Document

This is the English translation of the document originally written in Japanese for nonJapanese convenience. Although Japan Securities Finance intends to faithfully translate
the Japanese-written documents into English version, the accuracy and correctness oftranslation are not guaranteed, so you are kindly encouraged to refer to the original Japaneseversion of the document.

3appendix(Underlines indicate changes.)
Current Articles of Incorporation

Proposed Changes

Article 16. (Disclosure of Documentation andReference Materials, etc. for General Meetings ofShareholders over the Internet and Assumptionof Provision)
The Company may use the Internet as prescribedin Ministry of Justice ordinance to disclose
information to be noted or presented inreference materials for general meetings ofshareholders, business reports, financial
statements and consolidated financial statements
in conjunction with the convocation of general
meetings of shareholders and may assume thatthe said information has been provided toshareholders.
(Newly established)(Deleted)

Article 17.〜18.

Article 16. (Measures to Provide Information inElectronic Format, etc.)
1. The Company shall provide information
contained in reference documents and otherdocuments for the general meeting ofshareholders in convening the general meetingof shareholders in electronic format.
2. Among items for which the measures toprovide information in electronic format will betaken, the Company may exclude all or someof those items designated by the Ordinance ofthe Ministry of Justice in the paper-based
documents to be delivered to shareholders who
have requested delivery of paper-based
documents by the record date for voting
rights.

(Omission of the provisions）

Article 17.〜18.

CHAPTER Ⅳ
DIRECTORS AND BOARD OF DIRECTORS(Unchanged）

CHAPTER Ⅳ
DIRECTORS AND BOARD OF DIRECTORS

Article 19. (Number of Directors)
Article 19. (Number of Directors)
The number of directors of the Company shall The number of directors of the Company shallnot exceed ten.
not exceed eight.

1Current Articles of Incorporation

Proposed Changes(Supplementary Provisions)
1. The deletion of Article 15 (Internet Disclosureand Deemed Provision of Reference Documentsfor General Shareholders Meeting) of theArticles of Incorporation before amendment
and the establishment of the Article 15(Measures for Electronic Provision, etc.) afteramendment shall come into effect on the dateof enforcement of the amended provisions
stipulated in the proviso of Article 1 of thesupplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 (InternetDisclosure and Deemed Provision of Reference
Documents for General Shareholders Meeting)of the Articles of Incorporation before
amendment shall remain in force with respect
to a General Shareholders Meeting to be held
on a date within six months from the EffectiveDate.
3. These supplementary provisions shall bedeleted after the lapse of six months from theEffective Date or the lapse of three months
from the date of the General Shareholders
Meeting set forth in the preceding paragraph,
whichever is later.

(Newly established)2