TSE Code 8511
June 1, 2022
To Shareholders
Director Representative Executive Officer & President
Shigeki Kushida
JAPAN SECURITIES FINANCE CO., LTD.
1-2-10, Nihonbashi-Kayabacho, Chuo-ku, Tokyo, JapanNOTICE OF CONVOCATION OF THE 112TH ANNUAL GENERALMEETING OF SHAREHOLDERS

Notice is hereby given that the 112th Annual General Meeting of Shareholders (the “Meeting”) of
Japan Securities Finance Co., Ltd. (the “Company”) 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 theGeneral Meeting of Shareholders 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 Formand send it back so that it arrives by 5:20 p.m. (JST) on Wednesday, June 22, 2022.
[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,

1Details
1 Date and Time■

10:00 a.m. on Thursday, 23th June, 2022

2 Venue■JAPAN SECURITIES FINANCE CO., LTD., Conference Room
1-2-10 Nihonbashi-Kayabacho, Chuo-ku, Tokyo, Japan

3 Agenda for the■
Meeting

Report:Matters for
Resolution:

1. The 112th fiscal year (from Apr 1, 2021 to Mar. 31, 2022) Business Report,
Consolidated Financial Statements and Report of audits of the consolidated
financial statements by the Independent Auditor and Audit Committee.
2. The 112th fiscal year (from Apr 1, 2021 to Mar 31, 2022)
Financial Statements<Proposal by the Company>
First Item of BusinessPartial Amendment to the Articles ofIncorporation to Change the Number of
Directors
Second Item of BusinessElection of Seven (7) Directors

Third Item of BusinessPartial Amendment to the Articles ofIncorporation Concerning the System ofProviding Materials for the General Meeting of
Shareholders In Electric Format<Proposal by Shareholders>

4 Notes on the■
Execution of
Votes

Fourth Item of BusinessPartial amendments to the Articles ofIncorporation with regard to Disclosure of
Individual Remuneration for Representative
Executive Officer & President

Fifth Item of BusinessPartial amendments to the Articles ofIncorporation with regard to Disclosure of
Individual Remuneration for Officers Comingfrom Bank of Japan

Sixth Item of Business

Establishment of Special Advisors

Seventh Item of BusinessPartial amendments to the Articles ofIncorporation with regard to CrossShareholdings

Eighth Item of BusinessPartial amendments to the Articles ofIncorporation with regard to Sale of Shares andUnlisted REIT Held for Net Investment Purposes

Ninth Item of BusinessPartial amendments to the Articles ofIncorporation with regard to Disclosure of
Results of Exercise of Voting Rights

Please refer to “ Notes on the Execution of Votes” on next page

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 thetranslations.

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 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 yourvoting rights on or before 5:20 p.m. (Japan standard time) on Wednesday, June 22, 2022.
(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 thechoice of an alternative method for exercising voting rights for the Company’s General Meetingof 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

3

REFERENCE MATERIALS CONCERNING THE GENERALMEETING OF SHAREHOLDERS
Proposal by the Company
First Item ofBusiness

Partial Amendment to the Articles of Incorporation to Change the Number
of Directors

1. Reasons
In conjunction with the Company's transition to a company with a Nominating Committee in 2019, we havebeen 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 thechairpersons of the three committees are all outside Directors, multiple reviews and discussions have been heldfrom various angles in formulating the Medium-Term Management Plan and other plans. Also, to ensure
appropriate supervision of business activities, efforts have been made to enhance the information provided todirectors by reviewing the contents of reports and holding business activities briefings. These efforts have been
rated as being appropriate in the evaluation of the effectiveness of the Meeting of the Board of Directors.
However, given the changes in the business environment, such as the revision of the Corporate Governance
Code, the transition to the new market category on the Tokyo Stock Exchange, and the further development ofinternationalization and DX, as well as the Company entering a phase of formulating and implementing thenext 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 Nominating Committee, etc., indeliberating and determining basic management policies and assuming a supervisory function, the Company
has decided to reexamine the composition, etc. of the Board of Directors through renewed deliberations at theNominating Committee.
As a result, while the current Board of Directors is composed of directors with the necessary skills toeffectively fulfill its supervisory function over the execution of duties. In light of the changes in theenvironment etc., it is desirable to have multi-layered skill sets, and it is also important to have a balance interms of the number of supervisors and executives, as well as diversification in terms of age composition andgender. Based on these considerations, we have come to the conclusion that it is appropriate to increase the sizeof the Board of Directors by approximately two (2) outside Directors in addition to the current five (5). We havealso come to the conclusion that it is appropriate to review the maximum number of directors in considerationof the Company's size while allowing for prompt decision-making, and with a certain margin in conjunction
with the actual number of directors, based on the skill matrix.
Consequently, it is proposed that the number of directors as prescribed in Article 19 of the current Articles ofIncorporation be changed to a maximum of eight (8) with one (1) additional spare director for the actual
number of directors of seven (7).
The amendments to the Articles of Incorporation in conjunction with this Item of Business will become
effective at the conclusion of this Annual General Meeting of Shareholders.
2. Contents of the amendment
The content of the changes is as follows.

4

(Underlines indicate changes.)
Current Articles of Incorporation

Proposed Changes

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

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

5Proposal by the Company

Second Item ofBusiness

Election of Seven (7) Directors

As stated in “1. Reasons” of First Item of Business, the Company's Meeting of the Board of Directors has
reexamined the composition, etc. of the Board of Directors through renewed deliberations at the Nominating
Committee, and as a result, the current Board of Directors is composed of directors with the necessary skills toeffectively fulfill its supervisory function over the execution of duties. In light of the changes in the environmentetc., it is desirable to have multi-layered skill sets, and it is also important to have a balance in terms of thenumber of supervisors and executives, as well as diversification in terms of age composition and gender. Based onthese considerations, we 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) Directors.
As such, the terms of office of all Directors (five Directors) will expire at the conclusion of this General
Meeting of Shareholders. Therefore, the Company proposes to increase the number of outside Directors by two(2) and elect seven (7) Directors.
The candidates are as follows.

6

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)Apr. 1968

Joined The Mitsubishi Bank, Ltd.

May 1999

Managing Executive Officer of The Bank of TokyoMitsubishi, Ltd.

Jan. 2004

Senior Managing Executive Officer of The Bank ofTokyo-Mitsubishi, Ltd.

Naotaka Obata

Jun. 2004

Deputy President, The Bank of Tokyo-Mitsubishi, Ltd

Jun. 2005

President and CEO, Diamond Lease Company Limited

Apr. 2007

President and CEO, Mitsubishi UFJ Lease & FinanceJun. 2010
Jun. 20121

Independent

Outside―Term of Office
3years (At the conclusion of thisgeneral meeting)Attendance rate

Company Limited (currently Mitsubishi HC Capital Inc.)

Board of Directors

Chairman, Mitsubishi UFJ Lease & Finance Company

11/11 (100％）
Nomination Committee
8/8 (100％)
Remuneration Committee
5/5 (100％）

Limited(Oct. 15, 1944）
Reappointment

Number of Company Shares owned

Executive Advisor To the Board, Mitsubishi UFJ Lease& Finance Company Limited (current position)

Apr. 2013

Board member of Japan Pension Service

Jun. 2018

Special Advisor, Mitsubishi UFJ Lease & Finance
Company Limited (currently Mitsubishi HC Capital Inc.)(current position)

Jun. 2019

Director, 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 businessexperience, he also has extensive knowledge and insight on international business development, and therefore, theCompany 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 andobjective 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 the Tokyo Stock Exchange, Inc. If this Item of Business 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 director and president until June 2010.

7

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)Apr. 1973

Registered Lawyer

Number of Company Shares owned

1,500

Joined Fujibayashi Law Office
Apr. 1994

Partner Attorney at Fujibayashi Law Office (current
position)

Apr. 1997

Professor for The Legal Training and Research Institute

3years (At the conclusion of thisgeneral meeting)of Japan
Apr. 2000

Term of Office

Tokyo Family Court Conciliation

Attendance rate

Committee Member

Shoko Sugino（Aug. 7, 1945）
Reappointment
Independent

Jul. 2005
Mar. 2007

OutsideJun. 2018
Jun. 20192

Environment Dispute Coordination

Board of Directors

Commission Member

11/11 (100％）

Audit & Supervisory Board Member of Kitoku Shinryo

Nomination CommitteeCo., Ltd. (current position)

8/8 (100％)

Audit & Supervisory Board Member of Takeei Corp

Audit Committee(current position)

11/11 (100%)

Director of Japan Securities Finance Co., Ltd. (current

Remuneration Committee

position)

5/5 (100％）(Significant concurrent positions)
Partner Attorney at Fujibayashi Law Office
Audit & Supervisory Board Member of Kitoku Shinryo Co., Ltd.
Audit & Supervisory Board Member of Takeei Corp

(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 ininternal control, sustainability, and corporate governance. The Company has judged that she can be expected to playa sufficient role in the effective supervision of the Company's management and in decision-making on medium- andlong-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 managementof a corporation, except as outside director or outside corporate auditor, the Company believes that she is wellqualified to act as an outside director because of the reasons stated above.
(Independence)
She is an independent director as provided for by the Tokyo Stock Exchange, Inc. If this Item of Business is approved,
the Company plans for her appointment as an independent director to continue.

8

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)Apr. 1987

Joined Tokyo Stock Exchange (TSE)Jul. 2001

Chief of Public Relations office of General Affairs

Number of Company Shares owned

11,100Term of Office

Dept., TSE
Jun. 2010

Director of Derivatives Dept., TSE

Mar. 2014

Director of Market Planning Dept., Osaka Exchange

Apr. 2016

Human Resources Dept., Japan Exchange Group

Jun. 2016

Audit & Supervisory Board member of Japan Securities

3years (At the conclusion of thisgeneral meeting)Attendance rate

Finance Co., Ltd.

Shuya Iimura（Feb. 13, 1964）
Reappointment
Independent

3

OutsideAug. 2018
Jun. 2019

Audit & Supervisory Board member of Intellex Co., Ltd.
(current position)

Board of Directors
11/11 (100％）

Director of Japan Securities Finance Co., Ltd. (current

Audit Committee

position)

11/11 (100%)(Significant concurrent positions)Audit & Supervisory Board member of Intellex Co., Ltd.

(Reasons for selecting the candidate and expected roles)
He has extensive experience and knowledge in the fields of finance and securities, having served as a general managerof the Tokyo Stock Exchange, and has been involved in monitoring and auditing the Company's business activities asa standing Audit Member and full-time Member of the Audit Committee of the Company, and has knowledge ofinternal control and compliance. The Company therefore has judged that he can be expected to play a sufficient rolein the effective supervision of the Company's management and in decision-making on medium- to 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. Although he has not been directly involved in the management of acorporation, except as outside director or outside corporate auditor, the Company believes that he is well qualified toact as an outside director because of the reasons stated above.
(Independence)
He is an independent director as provided for by the Tokyo Stock Exchange, Inc. If this Item of Business is approved,
the Company plans for his appointment as an independent director to continue.

9

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)Apr. 1977

Joined The Sanwa Bank, Limited (currently MUFJ

Number of Company Shares owned−

Bank, Limited)
Apr. 1998

Secretary of the Secretarial Office (Tokyo)

Apr. 2001

General Manager, Retail Banking Planning Division,
UFJ Holdings, Inc. (currently Mitsubishi UFJ

Term of Office−Financial Group, Inc.)
Jan. 2002

and Branch Manager, Gotanda Branch, UFJ Bank
Oct. 2003

Joined IY Bank (currently Seven Bank, Ltd.)（Oct 6, 1952）

Jun. 2004

Director and General Manager of Business Promotion

Outside−Limited (currently MUFJ Bank, Ltd.)

Kensuke Futagoishi
New

Attendance rate

General Manager, Gotanda Corporate Sales Department

Division
Oct. 2006

Independent

Director, Executive Officer, General Manager ofPlanning Division and General Manager of Business
Promotion Division

Oct. 2006

4

Director, Executive Officer and General Manager ofPlanning DivisionNov. 2007

Director, Managing Executive Officer, General

Jun. 2009

Director, Senior Managing Executive Officer andManager of Planning Division
Planning Division General Manager
Jun. 2010

President and Representative Director

Jun. 2018

Chairman and Representative Director (retired in Jun,
2022)

(Reasons for selecting the candidate and expected roles)
He has extensive experience in the management of financial institutions with unique and leading-edge businessmodels, 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 andobjective standpoint as an outside Director, and has therefore nominated him as a candidate for director.
(Independence)
If this Item of Business is approved, the Company plans to submit notification to Tokyo Stock Exchange, Inc.
concerning his appointment as an independent director. There are no transactions between Seven Bank, Ltd. and theCompany in conjunction with which he serves as Representative Director and Chairman of the Board.

10

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)Apr. 1991

Joined Yokogawa Hewlett Packard Co.

Oct. 1995

Joined The Boston Consulting Group

Jan. 1997

Project Manager

May 1999

Principal

Jun. 2000

Founded (co-established) Dream Incubator Inc.

Number of Company Shares owned−
Term of Office−Director, CTO
Jun. 2005

Takayoshi
Yamakawa（Oct 2, 1965）
New

5

OutsideIndependent

Attendance rate

Vice Representative Director

Jun. 2006

Representative Director & CEO (retired in Jun. 2020)

Jul. 2020

Representative Partner, Business Producer LLC

Jan. 2021

Outside Director, BitStar, Inc. (current position)−(current position)
Apr. 2021

Outside Director, Baseconnect Inc. (current position)

Jun. 2021

Outside Director, Akatsuki Securities, Inc. (current
position)(Significant concurrent positions)Representative Partner, Business Producer LLC
Outside Director, Akatsuki Securities, Inc.

(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 judged that he can be expected to playa sufficient role in the effective supervision of the Company's management and in decision-making on medium- andlong-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)
If this Item of Business is approved, the Company plans to submit notification to Tokyo Stock Exchange, Inc.
concerning his appointment as an independent director. There are also no transactions between the Company andBusiness Producer LLC, of which he is a representative partner, and Dream Incubator Inc. of which he was therepresentative director until June 2020.

11

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)
May 2008

Deputy Director-General of Personnel and Corporate

Number of Company Shares owned

12,600Affairs Dept. (Personnel Management)., BOJ
Mar. 2009

Director-General of Personnel and Corporate Affairs
Dept., BOJ

6

Term of Office
3years (At the conclusion of thisJun. 2010

Director-General of Monetary Affairs Dept., BOJ

May 2011

General Manager of Nagoya Branch, BOJ

Mar. 2013

Executive Director of BOJ

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.

（Jun. 8, 1958）

Jun. 2019

Director (current position) Representative Executive

11/11 (100％）
Nomination Committee
8/8 (100％)
Remuneration Committee
5/5 (100％）

Officer & President (current position)
Reappointment(Significant concurrent positions)general meeting)Attendance rate

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 andRepresentative Executive Officer since 2019. The Company has judged that the person who leads and directs theexecutive officers as the chief management executive can be expected to play a sufficient role in improving thesupervisory function, etc. of the Board of Directors and in determining the medium- to long-term management policiesof the Company, etc., by serving in conjunction with the Director, and has therefore nominated him as a candidate fordirector.

12

No.

Name

Career Summary, Position and Duty

（Date of birth）(Significant concurrent positions)

Number of Company Shares owned

Apr. 1978

Joined Japan Securities Finance Co., Ltd.

Jun. 2002

General Manager of Planning Dept.

Jun. 2005

General Manager of Margin Loan Dept.

Jun. 2006

Corporate Officer & General Manager of Margin Loan

49,900Term of Office

Dept.

7

Feb. 2008

Corporate Officer & General Manager of Loan Dept.

Jun. 2009Managing Director of Japan Securities Finance Co., Ltd.

Jun. 2013

Senior Managing Director(retired on Jun. 2016)

Jun. 2016

President of Nihon Building Co., Ltd. (retired on Jun.

Hiroshi Asakura（Nov. 1, 1955）

2021)
Jun. 2021

Director of Japan Securities Finance Co., Ltd. (current
position)

1year (At the conclusion of this general
meeting)
取締役会等の出席状況
Board of Directors
9/9 (100％）
Audit Committee
9/9 (100%)

Reappointment(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, aswell as knowledge of finance. 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 the Company's medium- to long-term
management policies, etc., and has therefore nominated him as a candidate for the position of director.

Reappointment

Candidate for
Reappointment
Director

New

Candidate for
New Director

OutsideCandidate for
Outside Director

Independent

Candidate for
Independent Director(Note) 1. There are no special interests between each of the other candidates and the Company.
2. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Naotaka Obata, Shoko Sugino, Shuya Iimura and Hiroshi Asakura 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 3. provided in Article 425, paragraph (1) of the same Act. If the election of Kensuke Futagoishi and
Takayoshi Yamakawa is approved, the Company plans to enter into the same Limited Liability Agreement with them.
3. Indicates the status of attendance at Meetings of the Board of Directors and each committee held after assuming office as
director.
4. The Company has concluded a Directors' and Officers' Liability Insurance Policy as stipulated in Article 430-3 of theCompanies Act, insuring directors, executive officers, corporate officers, and other important employees, as well as officersof subsidiaries. Under the said Insurance Policy, the insured Officers, etc. are to be covered for damages (compensation fordamages and litigation expenses) that may arise from being held liable arising from actions related to their duties, or frombeing subject to claims in connection with the pursuit of such liability. However, there are certain exemptions, such as cases
where such actions are carried out with the understanding that their conduct violates laws and regulations. If each candidate
is elected and assumes the office as Director, each candidate will be included in the insurance contract as an insured. The
said insurance policy is scheduled to be renewed upon the next renewal with the same level of coverage.

13

[Reference 1] Skills list of Director candidates (Skills Matrix)

Naotaka Obata

Corporate
management

FinanceSecurities
Economics

International
experience

〇

〇

〇

Financial
Accounting〇

Shoko Sugino〇

Shuya Iimura〇

Kensuke Futagoishi〇〇

Takayoshi Yamakawa

〇

〇

〇

Shigeki Kushida

〇

〇

〇

Hiroshi Asakura

Judicial affairs
Compliance

〇

ＥＳＧ

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

14

Internal
controls
RiskManagement

[Reference 2] Candidates for director, Chairman of the Board of Directors, and planned appointments to the Nominating, Audit, andRemuneration committees
Seven (7) candidates for directors (including one female) will assume the following positions after their election at the Shareholders'Meeting.

Name

Position

Naotaka Obataof the Board

Nomination
Committee

Audit
Committee

Remuneration
Committee

Chairperson
Chairperson

Chairpersonof Directors

Shoko Sugino

MemberMemberMemberOutside Director
Reappointment
Outside Director

Outside Director
MemberMemberTakayoshi Yamakawa

Reappointment

Reappointment

Chairperson

Shuya Iimura
Kensuke Futagoishi

MemberRemarks

MemberNew appointment
Outside Director
New appointment
Outside Director
Reappointment

Shigeki Kushida

MemberMemberRepresentative Executive
Officer & President

MemberHiroshi Asakura

15

Reappointment
Non-executive director

[Reference 3]

Criteria for Independence of Outside Directors
Anyone who meets any of the following criteria, in addition to the independence criteria prescribedby the Tokyo Stock Exchange, Inc. shall not be deemed to be independent by JSF.
１． A person who is currently:(1) Major shareholder
A person who is a major shareholder of JSF(i.e., a shareholder who holds 10% or more of
voting rights), or, if that person is an Juridical Person, Etc., an executive director, officer, orother person engaged in the execution of business of that Juridical Person, Etc..
(2) Major Business Partners
・A person who has JSF as a major business partner (whose transactions with JSF in thelast business year exceeded 2% of JSF’s consolidated gross sales in amount) , or, if that
person is an Juridical Person, Etc., an executive director, officer, or other person engaged in
the execution of business of that Juridical Person, Etc..
・A person who is a major business partner of JSF(whose transactions with JSF in the lastbusiness year exceeded 2% of his consolidated gross sales in amount) , or, if that person is
an Juridical Person, Etc., an executive director, officer, or other person engaged in theexecution of business of that Juridical Person, Etc..
(3) Specialist
A consultant, accounting expert or legal expert who has received money or other property
from JSF more than JPY 10 million per one fiscal year, or, if that person is an Juridical
Person, Etc., an executive director, officer, or other person engaged in the execution ofbusiness of that Juridical Person, Etc..
(4) Donations
Anyone who has received donations from JSF more than JPY 10 million per one fiscal year,
or, if that person is an Juridical Person, Etc., an executive director, officer, or other person
engaged in the execution of business of that Juridical Person, Etc..
(5) Close Relative
A close relative of any person (spouse, family within the second degree) who falls under anyof (1) through (4) above
２． A person who has fallen under any item of (1) through (5) at any time within the past three
years
End

16

Proposal by the Company

Third Item ofBusiness

Partial Amendment to the Articles of Incorporation Concerning the
System of Providing Materials for the General Meeting of Shareholders
In Electric Format

1. Reasons
The Company proposes amending its Articles of Incorporation as follows, following the introduction of asystem for providing general shareholder meeting materials in electronic format, in line with the enforcement on
September 1, 2022 of the amended provisions in the proviso of Article 1 of the Supplementary Provisions to the
Act Partially Amending the Companies Act (Act No. 70 of 2019).
(1) 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.
(2) 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 have requested it.
(3) The provisions related to the Internet Disclosure and Deemed Provision of Reference Documents for General
Shareholders Meeting (Article 15 of the current Articles of Incorporation) will become unnecessary and will
therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Contents of the amendment
The content of the changes is as follows.

17

(Underlines indicate changes.)
Current Articles of Incorporation

Proposed Changes

Article 16. (Disclosure of Documentation and Reference(Deleted)

Materials, etc. for General Meetings of Shareholders over theInternet and Assumption of Provision)
The Company may use the Internet as prescribed in Ministry ofJustice ordinance to disclose information to be noted orpresented in reference materials for general meetings ofshareholders, business reports, financial statements andconsolidated financial statements in conjunction with theconvocation of general meetings of shareholders and may
assume that the said information has been provided toshareholders.
(Newly established)

Article 16. (Measures to Provide Information in Electronic
Format, etc.)
1. The Company shall provide information contained inreference documents and other documents for the general
meeting of shareholders in convening the general meeting ofshareholders in electronic format.
2. Among items for which the measures to provide informationin electronic format will be taken, the Company may exclude
all or some of those items designated by the Ordinance of the
Ministry of Justice in the paper-based documents to bedelivered to shareholders who have requested delivery of
paper-based documents by the record date for voting rights.

Article 17.〜18.

(Omission of the provisions）

Article 17.〜18.

(Unchanged）

CHAPTER Ⅳ

CHAPTER Ⅳ

DIRECTORS AND BOARD OF DIRECTORSDIRECTORS AND BOARD OF DIRECTORS

Article 19. (Number of Directors)

Article 19. (Number of Directors)

The number of directors of the Company shall not exceed ten.

The number of directors of the Company shall not exceed eight.

(Newly established)

1. The deletion of Article 15 (Internet Disclosure and Deemed(Supplementary Provisions)
Provision of Reference Documents for General Shareholders
Meeting) of the Articles of Incorporation before amendment
and the establishment of the Article 15 (Measures forElectronic Provision, etc.) after amendment shall come into
effect on the date of enforcement of 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) (the “Effective Date”).

18Current Articles of Incorporation

Proposed Changes
2. Notwithstanding the provisions of the preceding paragraph,
Article 15 (Internet Disclosure and Deemed Provision ofReference Documents for General Shareholders Meeting) of
the Articles of Incorporation before amendment shall remain
in force with respect to a General Shareholders Meeting to beheld on a date within six months from the Effective Date.
3. These supplementary provisions shall be deleted after thelapse of six months from the Effective Date or the lapse of
three months from the date of the General Shareholders
Meeting set forth in the preceding paragraph, whichever islater.

19

This proposal is based on joint proposals from 2
shareholders.
Proposal by Shareholders The content of the proposal and the reasons for the proposal
are stated in original text as notified by the proposal
shareholder.
Fourth Item ofBusiness

Partial amendments to the Articles of Incorporation with regard to
Disclosure of Individual Remuneration for Representative Executive
Officer & President(1)

Content of Proposal
The following Chapter and Article shall be newly established in the existing Articles ofIncorporation.
Chapter IX
Disclosure of Officer Remuneration
Article 38(Disclosure of Remuneration for Representative Executive Officer & President)
The Company shall individually disclose the amount (including non-monetary
remuneration) paid to the executive officer having the power of representation as remuneration forthe preceding fiscal year in the Corporate Governance Report submitted to the Tokyo Stock
Exchange by the Company.
(2)

Reason for Proposal
JSF’s share price is greatly lower than its dissolution value, and JSF’s management has
been unable to implement drastic promising measures for the enhancement of shareholder value.
Since listing in 1950 all 10 of JSF’s presidents have come from the Bank of Japan. The Proposing
Shareholders are concerned that the president from the Bank of Japan is losing his incentive toenhance shareholder value since he is earning remuneration that far exceeds his remuneration whenat the Bank of Japan, and are seeking the disclosure of the president’s individual remuneration todispel this concern.
Furthermore, last year the average amount of remuneration for each of JSF’s six executive
officers was JPY 50,270,000, greatly exceeding the annual remuneration of JPY 35,300,000 for theGovernor of the Bank of Japan in 2020. JSF President Kushida last served as a director at the Bankof Japan, and the maximum annual remuneration for a director at the Bank of Japan is JPY
22,230,000 in the same year. Doubts persist as to whether it was necessary to provide benefits inexcess of the Governor of the Bank of Japan to hire a director from the Bank of Japan to be thepresident of JSF.

20

The Board of Directors opposes this Proposal.
JSF, in accordance with laws and regulations, appropriately discloses the policies fordetermining the content of remunerations of executive officers and directors(hereinafter, “Executive Officers, etc.”) and the total amount of remunerations byofficer classification in the business reports and annual securities reports.
In addition, the Proposal is related to the remunerations for Executive
Officers, etc., and the Remuneration Committee has deliberated the Proposal andreached the conclusion that governance of the remunerations for Executive Officers,etc. at JSF is being appropriately managed by the Remuneration Committee, that
remunerations is being appropriately disclosed, and there is no need for theestablishment of a provision such as that of the Proposal in the Articles ofIncorporation.
Also, at JSF the Remuneration Committee has the authority to decide thepolicies on the determination of the content of remunerations for Executive Officers,etc. and the details of individual remunerations for Executive Officers, etc.
Moreover, the Remuneration Committee has appropriately exercised this authority toappropriately determine the details of individual remunerations for Executive
Officers, etc. Specifically, the remunerations for Executive Officers, etc. is based on
Opinion of
the corporate philosophy and management policies, in a system and at a level thethe Board ofcoincides with the roles and expected functions of directors and executive officers,
Directors
with an eye towards sustainable growth and the enhancement of corporate value inthe medium to long-term. Among others, the executive officer remuneration is set as
monthly remuneration (base remuneration) and officer bonuses and stock
remuneration, with an eye towards a high degree of correlation with JSF’s earnings
and share price.
Furthermore, the Shareholder Proposal states “There is concern that thepresident from the Bank of Japan losing his incentives to enhance shareholder value
since he is earning remuneration that far exceeds his remuneration when he worked
at the Bank of Japan, and to dispel this concern we are seeking the disclosure of thepresident’s individual remuneration.”
However, as addressed above, theremuneration of Executive Officers, etc. is established to work as an incentive
consistent with the enhancement of corporate value, and is unrelated to remuneration
at the Bank of Japan. The Proposing Shareholders fail to provide a basis as to how
JSF’s remuneration system is disincentivizing the enhancement of shareholder value,
and their allegation is unrelated to the enhancement of shareholder value.
Based on the foregoing the Board of Directors has determined that there isno need to establish a provision such that in the Proposal in the Articles ofIncorporation since JSF is appropriately and fully responding in accordance withlaws and regulations in both the determination and disclosure of remunerations.

21

This proposal is based on joint proposals from 2
shareholders.
Proposal by Shareholders The content of the proposal and the reasons for the proposal
are stated in original text as notified by the proposal
shareholder.
Fifth Item ofBusiness

Partial amendments to the Articles of Incorporation with regard to
Disclosure of Individual Remuneration for Officers Coming from Bank of
Japan

(1)

Content of Proposal
The following Article shall be newly established in the existing Articles of Incorporation.
Article 39(Disclosure of Remuneration for Officers from Bank of Japan)
The Company shall individually disclose the amount (including non-monetary
remuneration) paid to the executive officers, directors and special advisors who have a history ofwork at the Bank of Japan and the directors, advisers and counselors of subsidiaries who have ahistory of work at the Bank of Japan as remuneration for the preceding fiscal year in the Corporate
Governance Report submitted to the Tokyo Stock Exchange by the Company.
(2)

Reason for Proposal
Since 1992, all presidents at JSF have served as advisors or the like after stepping down aspresident. In addition, the current special advisor, chairman and senior managing executive officer
all came from the Bank of Japan.
In addition, even if limited to the persons who came to JSF after serving as bureau chiefs at
the Bank of Japan (hereinafter, “Bureau Chief Level Personnel”), from 1980 until currently reaching
Senior Managing Executive Officer Okada has continuously held the post-government post of
managing executive officer or higher over 40 years without interruption, and ultimately all Bureau
Chief Level Personnel have been appointed senior managing executive officers at JSF. Additionally,
since the establishment of JSF Trust and Banking in 1998, all of the Bureau Chief Level Personnel
serving as managing executive officers at JSF have been appointed to serve a president of thatcompany, and subsequently a portion thereof were appointed advisors or the like of that company
after stepping down as president.
It is highly possible that the people from the Bank of Japan have enjoyed special treatment
with the JSF Group after leaving the Bank of Japan, and there is a risk that this special treatment isdisincentivizing the enhancement of shareholder value. As such we are seeking the disclosure of theindividual remuneration for officers from the Bank of Japan to clarify the existence of any special
treatment in terms of remuneration

22

The Board of Directors opposes this Proposal.
As set forth in the opinion of the Board of Directors regarding Agenda Item
1, at JSF the policies for determining the content of remunerations of executive
officers and directors (hereinafter, “Executive Officers, etc.”) and the details of
remunerations for individual Executive Officers, etc. is appropriately determined by
the Remuneration Committee based on its authority, and these policies and the total
amount of remunerations by officer classification is being appropriately disclosed in
the business reports and annual securities reports.
In addition, the commissioning of special advisors is determined by the
Board of Directors through deliberation by the Nominating Committee, theirremuneration is determined by the Remuneration Committee, and appropriate
disclosure on these points is being provided in the Corporate Governance Report.
Also, the Proposal is related to the remunerations for Executive Officers,etc. and special advisors, and the Remuneration Committee has deliberated the
Proposal and reached the conclusion that governance of the remunerations for
Executive Officers, etc. and special advisors at JSF is being appropriately managed
by the Remuneration Committee, that remunerations is being appropriately disclosed,
and there is no need for the establishment of a provision such as that of the Proposal
in the Articles of Incorporation.
The reason for the proposal is a negative assessment of the appointment ofofficersfromthe Bank of Japan at JSF, but in light of the public role and uniqueness
Opinion of
the Board of of the securities financing business that includes loans for margin transactions, JSF
Directors
focuses on the talent expected of executive offers and management, i.e. the ability to
fully recognized JSF’s public role in the execution of business, extensive knowledgeof the overall finance and securities markets, the ability to nimbly respond to thevarious environmental changes encircling JSF in the finance and securities sectors,
and the like, and people from the Bank of Japan are appointed based on adetermination that they have these talents. Their benefits are commensurate to theirwork responsibilities, and the payment status of remunerations is being appropriately
disclosed by JSF and its consolidated subsidiaries pursuant to laws and regulations.
Furthermore, the Shareholder Proposal states “It is very possible that people
from the Bank of Japan enjoy special treatment within the JSF Group landing cushy
positions, and this special treatment is a risk of negating the incentive for enhancing
shareholder value. As such, we are seeking the disclosure of individual remuneration
for people from the Bank of Japan to clarify any existence of special treatment interms of remuneration.” However, the remuneration of Executive Officers, etc. isestablished to work as an incentive consistent with the enhancement of corporate
value, and is unrelated to remuneration at the Bank of Japan. The Proposing
Shareholders fail to provide a basis as to how JSF’s remuneration system isdisincentivizing the enhancement of shareholder value, and their allegation isunrelated to the enhancement of shareholder value.
Based on the foregoing the Board of Directors has determined that there isno need to establish a provision such that in the Proposal in the Articles ofIncorporation.

23

Proposal by Shareholders

Sixth Item ofBusiness

This proposal is based on joint proposals from 2
shareholders.
The content of the proposal and the reasons for the
proposal are stated in original text as notified by the
proposal shareholder.

Establishment of Special Advisors(1)

Content of Proposal
The following Chapter and Article shall be newly established in the existing Articles ofIncorporation.
Chapter X
Special Advisors
Article 40(Special Advisors)
The Company shall be entitled to establish special advisors by resolution of the Board of
Directors.
(2)

Reason for Proposal
Minoru Masubuchi, a former president at JSF, was appointed president in 2004, chairman
in 2012 and special advisor in 2019 after leaving the Bank of Japan. There are two others who werealso appointed president, chairman and special advisor after leaving the Bank of Japan.
Governance related issues have been identified with regard to the advisor system, and thecontinued service of someone who landed a cushy appointment as president after leaving the Bankof Japan as special advisor after retiring, runs contrary to social justice (the “S” of the so-called
ESG).
JSF explains the significance of the special advisor system is to contribute and the like tothe enhancement of medium to long-term corporate value through a PR effect in the business
community, so this Proposal seeks the establishment of a special advisor system in line with this
explanation in the Articles of Incorporation. A Shareholder Proposal that does not acknowledge thesignificance of the special advisor system would natural go against this proposal. JSF, by rejecting
this Proposing Shareholders, would recognize that the shareholders do not acknowledge thesignificance of the existence of this system, and should immediately discontinue the special advisor
system.

24

The Board of Directors opposes this Proposal.
The role of special advisors at JSF centers on business community activities andsocial contribution activities, and since the commissioning of advisors is determinedby the Board of Directors through deliberation by the Nominating Committee andtheir remuneration is determined by the Remuneration Committee, disclosure onthese points is being provided in the Corporate Governance Report. JSF has
determined that having a person with past experience as president engage in these
activities is expected to contribute in ways such as to the maintenance of relations in
its business community as well as having an anticipated PR effect, and that this willlead to the enhancement of corporate value.
If the intent of this Proposal is the establishment of a special advisor system,
we fail to understand the reason for proposing the stipulation of an establishment
basis provision in the Articles of Incorporation. In consideration of securing
objectiveness and transparency in the special advisor system, JSF, as addressed above
Opinion ofdetermines and discloses the commissioning of advisor and their benefits throughthe Board ofdeliberation by the Nominating Committee, Remuneration Committee and Board of
Directors
Directors, and in the day to day execution of business as well, the oversight andexecution of business is separated by design in the organization of a company withnominating committee, etc. to create an appropriate decision making system, andadvisors at JSF are not actually involved in any management decisions. These efforts
have secured the objectiveness and transparency of the special advisor system, andthere is no need to stipulate a special advisor establishment provision in the Articles
of Incorporation.
Furthermore, the Shareholder Proposal states “Governance related issues
have been identified with regard to the advisory system itself, and the continued
service of a someone who landed a cushy appointment as president after leaving the
Bank of Japan as special advisor after retiring, runs contrary to social justice (the “S”
of the so-called ESG),” but this allegation is thought unrelated to the enhancement ofshareholder value.
As such, we have determined that there is no need to establish a provisionsuch as that of the Proposal in the Articles of Incorporation.

25

Proposal by Shareholders

Seventh Item ofBusiness

This proposal is based on joint proposals from 2
shareholders.
The content of the proposal and the reasons for the
proposal are stated in original text as notified by the
proposal shareholder.

Partial amendments to the Articles of Incorporation with regard to
Cross-Shareholdings(1)

Content of Proposal
The following Chapter and Article shall be newly established in the existing Articles ofIncorporation.
Chapter XI
Securities Held by Company
Article 41(Validation of Purpose and Disclosure of Results of Cross-Shareholdings)(1)
At least once a year, the Company communicate to the issuers of cross-held shares the desire
to sell these shares in order to validate as to whether the purposes of cross-shareholding at theCompany, the “strengthening of business relations” and the “undertaking of alliances”, are actuallyeffectuated by cross-held shares.
(2)
The Company shall disclose the content of the responses from issuing companies obtainedin response to the request for sale to the issuing companies of the preceding paragraph, by individualcompany, in the corporate governance report submitted by the Company to the Tokyo Stock
Exchange.
(2)

Reason for Proposal
As of the end of March 2021, JSF held nine issues of cross-held shares worth JPY
2,777,000,000 on its balance sheet (nonconsolidated).
According to the Annual Securities Report for FYE March 2021, the purpose for holding thetwo listed issues is disclosed as the “strengthening of business relations” and the “undertaking ofalliances” with key subsidiaries and the like of the issuing companies, but it is unclear as to there canbe a causal relationship between the holding of shares and any strengthening of business relations andpossibility of alliances.
The foregoing two companies are in compliance with Corporate Governance CodeSupplementary Principle 1-4-1, so there is no possibility that JSF would suffer a curtailment ofbusiness even if it sold the shares.
As such, the Proposing Shareholders are seeking revalidation as to whether the holding ofcross-held shares actually fulfills its purpose. The Proposing Shareholders believe that JSF should
not engage in any cross-shareholding, but at the very least, those cross-shareholdings that are
discovered not to perform the purpose of holding as the result of this validation should be promptly
reduced since the holding of these shares cannot found to be reasonable.

26

The Board of Directors opposes this Proposal.
With cross-shareholdings, the status of dividends and valuation gains or losses, thestatus of transactions with the company invested in, the history of the holdings andthe like are validated each year by the Board of Directors, reduction is sought in thoseholdings the necessity for which is weak, and a determination is made on thereasonableness of the holdings based on the result of this validation. This is disclosed
in the Corporate Governance Report, and the status of cross-shareholding is further
disclosed in the Annual Securities Report.
Since FY2018, JSF has reduced its cross-held shares, reducing its holdingof listed shares by 91% on market price basis and reducing its holding of both listed
and unlisted shares by 78% in total in the period from March of 2018 through Marchof 2022. As of March 2022, JSF holds nine cross-held shares (two listed and sevenunlisted) at a value of JPY 2,816,000,000, which accounts for merely 0.02% of its
Opinion of
total assets and 2.04% of its total net assets on a consolidated basis. As such, general
the Board ofcriticism of cross-shareholding is not warranted at JSF.
Directors
Furthermore, this Proposal seeks a provision in the Articles of Incorporationthat states “At least once a year, the Company communicate to the issuers of crossheld shares the desire to sell these shares in order to validate as to whether the
purposes of cross-shareholding at the Company, the ‘strengthening of business
relations’ and the ‘undertaking of alliances’, are actually effectuated by cross-heldshares.” But the necessity of selling is an issue that should be validated by JSF, theresponse policy regarding the intent of holding, economic feasibility and the like isdetermined through deliberation by the Board of Directors, and JSF has ensured aprocess for disclosing the results thereof in the Corporate Governance Report.
In addition, the Articles of Incorporation stipulate fundamental policies in
the management of JSF, and as such it would not be appropriate to establish
provisions on matters related to the individual and specific execution of business.
Accordingly we have determined that there is no need to establish a provision suchas that of the Proposal in the Articles of Incorporation.

27

Proposal by Shareholders

Eighth Item ofBusiness

This proposal is based on joint proposals from 2
shareholders.
The content of the proposal and the reasons for the
proposal are stated in original text as notified by the
proposal shareholder.

Partial amendments to the Articles of Incorporation with regard to Saleof Shares and Unlisted REIT Held for Net Investment Purposes(1)

Content of Proposal
The following Article shall be newly established in the existing Articles of Incorporation.
Article 42(Sale of Shares and Unlisted REIT Held for Net Investment Purposes)
The Company shall no longer acquire, and shall sell by the end of March of 2026 all sharesand unlisted REIT for which the purpose of holding is net investment.
(2)

Reason for Proposal
This proposal seeks the sale of all shares and unlisted REIT (hereinafter, “Shares, etc.”) fornet investment purposes held by JSF during the current medium-term management plan.
As of the end of March 2021, JSF held shares for net investment purposes totaling JPY
12,900,000,000 and unlisted REIT totaling JPY 14,500,000,000 on its balance sheet. The Shares,
etc. are not business assets which are expected to be held in the conduct of JSF’s business, rather
they are securities that are purely held for the purpose of investment.
However, the return earned from the holding of the Shares, etc. is less than the cost ofcapital, and the holding of these Shares, etc. lowers JSF’s capital efficiency and serves as one
facture harming its shareholder value.
As such, these Shares, etc. should be sold during the current medium-term management
plan to also realize the higher capital efficiency raised by JSF in the current medium-term
management plan.

28

The Board of Directors opposes this Proposal.
JSF secures sufficient liquidity from the finance market at low interest rates tofacilitate the stable operation of its security financing business that includes loans for
margin transactions. It has raised additional revenues by efficiently investing theexcess funds arising in the course thereof in securities. In addition, JSF engages in awide range of financial intermediation business in the finance and securities markets
through the lending and the like of securities and funds. This financial intermediation
business, due to the nature thereof, does not simply invest its own capital and earnrevenues, rather it leverages debt financing, and is touted on the whole as amanagement goal for achieving ROE in excess of the cost of equity. The concept
Opinion ofunder the corporate governance code as well that the enhancement of corporate value
the Board ofshould be conducted from a medium to long-term point of view, and JSF’s ROE goal
Directors
will be achieved in a medium-term span by FY2025 through the steady earning of
profits by each division, including investment in securities.
In addition, JSF’s thinking on its business portfolio has been resolved by the
Board of Directors and disclosed on its corporate website, all business including
investment in securities is expected to improve in medium to long-term profitability,
and at present there are no assets which we have determined should be sold.
In addition, the Articles of Incorporation stipulate fundamental policies in
the management of a company, and as such it would not be appropriate to establish
provisions on matters related to the individual and specific execution of business.
Accordingly we have determined that there is no need to establish a provision suchas that of the Proposal in the Articles of Incorporation.

29

Proposal by Shareholders

Ninth Item ofBusiness

This proposal is based on joint proposals from 2
shareholders.
The content of the proposal and the reasons for the
proposal are stated in original text as notified by the
proposal shareholder.

Partial amendments to the Articles of Incorporation with regard to
Disclosure of Results of Exercise of Voting Rights(1)

Content of Proposal
The following Article shall be newly established in the existing Articles of Incorporation.
Article 43(Disclosure of Reasons for Not Voting and Voting)
In principle, the Company shall not exercise voting rights with regard to the shares
securing debt held in the name of the Company, shall examine support or non-support and exercise
voting rights individually only in exceptional cases where it is evident that the shareholder value forthe corresponding shares will be harmed, and shall provide timely disclosure for the reason forvoting.
(2)

Reason for Proposal
As of the end of December 2022, the total amount of shares securing debt held by JSF in
connection with its principal business of loans on margin transactions will reach JPY
500,000,000,000, and JSF is within the top 30 shareholders at 384 listed companies.
JSF has explained that, in principle, they vote these shares securing debt to support
company proposals, but the random voting of shares held merely as security in support of acompany proposal would be an issue in terms of the fairness and neutrality of the business of loans
on margin transactions.
Based on the foregoing point of view, the principal at JSF should be not to vote on shares
securing debt. Additionally, voting should be conducted after making an individual examination of
support and non-support only in exceptional cases where there is clear harm to shareholder value.
The purpose of this Shareholder Proposal is to maintain the fairness and neutrality of thebusiness of loans on margin transactions by asking JSF to make the non-voting of debt securing
shares the principal, and seeking the disclosure of the reasons for voting in exceptional cases where
voting is conducted after making an individual examination is made regarding support or nonsupport.

30

The Board of Directors opposes this Proposal.
The shares held by securities financing companies in connection with loans on
margin transactions are not held for pure investment purposes or cross-shareholding
purposes, rather they are held on a temporary and formality basis by securities
financing companies in the course of the execution of ordinary business. As such,these shares are exempted from the application of various regulations under the
Financial Instruments and Exchange Act (large-volume reporting regulations, tender
offer regulations and major shareholder regulations). Due to this construction under
the Financial Instruments and Exchange Act, JSF, with regard to the shares it holdswith regard to loans on margin transactions, has enacted independent, fair and neutral
voting standards conforming to the nature of its business, to limit impact on theOpinion of
the Board of business activities of the issue company as much as possible, based on the thinking
Directors
that it serves a public role as infrastructure in the securities market with regard to
voting as well, and this is tied to the enhancement of shareholder value. The
disclosure of voting standards and voting rights as proposed in this Proposal may
incite issuing companies to manipulate voting at JSF, and ultimately have an effecton the business activities of the issuing company, having the opposite effect on JSF’s
maintenance of fairness and neutrality, and going against the foregoing intent of the
Financial Instruments and Exchange Act.
In addition, the Articles of Incorporation stipulate fundamental policies in
the management of JSF, and as such it would not be appropriate to establish
provisions on matters related to the individual and specific execution of business.
Accordingly we have determined that there is no need to establish a provision suchas that of the Proposal in the Articles of Incorporation.

END

31

The Business Report（From April 1, 2021 to March 31, 2022）

Ⅰ JSF Medium-term Management Policy and Efforts in Corporate Governance(1)

JSF Management Policy and Vision of the Future
JSF, with a strong recognition of the public role it plays as a securities finance company thattakes on an infrastructural function in securities markets, aims to become a company that maintains
a high degree of financial soundness, and realizes both the sustainable growth expected as a listedcompany and the medium to long-term enhancement of its corporate value.
(2)
Medium-term Management Policy and Management Goals
Under this rationale, JSF, under the recognition that it is expected to further commit andsecure transparency for sustainable growth and the enhancement of medium to long-term corporate
value based on a high degree of governance, released a “Medium-term Management Policy” inNovember of 2021. Under this policy, JSF targets an ROE of 4% in the period of the current mediumterm management plan (through FY2022), and an ROE of 5% in the period of the next plan (FY2023~ FY2025) as a management goal.
In the formulation of these ROE goals, JSF estimated the cost of equity using objective dataand several methods to reach acknowledgement of the mid 4% range, and then set its ROE goal higher
at 5%.
Furthermore, as infrastructure in securities market, securities financing companies are
unique in that they are subject to restrictions on financial soundness and scope of business under laws,
regulations and standards for participation in securities and funds transfer settlement systems, withlow business strategy risk and high financial and earnings stability, and as such the cost of equity at
JSF is considered to be somewhat lower than the general level.
In addition, based on these features of securities financing companies, JSF is well on trackto achieve its ROE goal by FY2025. In that sense, the medium-term management policy does notrevise the existing Sixth Medium-term Management Plan, but rather it seeks to accelerate andstrengthen this plan.

32

(3)

Results of JSF’s Efforts to Date
The efforts under the existing medium-term management plan have stacked up to steadily
increase our ROE in recent years, reaching 3.8% in FY2021, and making it possible to establish afoothold for achieving our goals under the medium-term management policy of 4% in FY2022 and
5% in FY2025.
Additionally, total shareholder returns at JSF have risen to a level that significantly exceeds
the recent TOPIX average.
(Change in ROE at JSF)

FY2017(Total Shareholder Return at JSF)
FY2018FY2019FY2020

FY2021(Total Shareholder Return at JSF)

JSFʼs Total Shareholder Return
TOPIX Return Including Dividends

3/31/18

3/31/19

3/31/2033

3/31/21

3/31/22(4)Measures to Realize Management Goals, and Concept of our Business Portfolio
In order to realize the management goals set forth in sections (1) and (2) above, JSF will
accelerate its efforts to increase its earning power and capital efficiency by 1) strengthening its
securities finance business centered on loans for margin transactions, 2) reinforcing consolidated
management of its group, and 3) improving its operational efficiency.
JSF is a licensed securities financing company which is supposed to have business relatedloans for margin transactions as its main business under applicable law, and has its other businessmandatorily restricted within the scope that does not interfere with its operations in loans for margintransactions. As such, the group’s business portfolio, inclusive of its subsidiaries, is limited to a
relatively narrow range which is considered to be related and contribute to the execution of JSF’s
business, and due to regulations under laws and ordinances as set forth above, the group’s businessportfolio is not subject to frequent change arising from M&A or other transactions.
Based on the fundamental nature of this group business and the purport of Corporate
Governance Code, the JSF Board of Directors have deliberated, determined and released afundamental policy for its business portfolio as follows.
 With a strong recognition of the public role it plays as infrastructure in securities markets,
the JSF Group will actively respond to diverse needs in the securities and finance sectors toprovide a variety of securities and finance related services focused on their licensed businessof securities financing centered on loans for margin transactions.
 In addition, in consideration of the large susceptibility of its loans for margin transactions
services to market fluctuations and other factors, JSF Group will continue its efforts todiversify the sources of its earnings and to achieve its management goals in each sector withan increased consciousness of enhanced capital efficiency.
 Under this concept, JSF Group will endeavor to realize its vision of the future through abusiness portfolio consisting of security financing business centered on loans for margintransactions, securities management business, trust banking business and real estate
management business.
(5)

Shareholder Returns
To further enhance shareholder returns, JSF aims at cumulative total payout ratio of 100%
through dividends and the flexible implementation of share buy-backs in the period from FY2021
through FY2025 (achieving the goal of ROE 5%). Furthermore, with regard to dividends, the amountof our annual dividends reached JPY 30 per share in FY2021, and our aim is to aggressively pay
annual dividends in the period from FY2022 through FY2025 at a level that does not fall below theamount of JPY 30 per share.
Under this policy, the shareholder return in FY2022 has been established as annual dividend
forecast of JPY 32 (+JPY 2 year-on-year), and a share buy-back up to a maximum of JPY
3,000,000,000 or 3,200,000 shares (3.5% of total number of shares outstanding). Combined, this will
result in the total payout ratio of 103.4%.
(6)

ESG-related initiatives
For the realization of a sustainable society, it is also critical to improve the infrastructure thatserves as the foundation for social and economic activities, which is one of the SDGs (Sustainable
Development Goals) (Goal 9). The Group is striving to improve the liquidity of securities andfinancial markets and enhance convenience for participants by providing various services, including
the margin loan business, as part of the securities market infrastructure. Through these activities, JSF
aims to play a part in the realization of a sustainable society, including the providing of support tomarket participants who are making similar efforts.
Based on these basic policies, the Company is committed to reducing its environmental impact(E), promoting financial and economic education activities (S, conducting various seminars related34

to margin trading), promoting academic research activities (S, joint empirical research with the
University of Tokyo and partnership with Kyoto University in developing indices utilizing credit
and lending data), contributing to overseas securities and financial market infrastructure (S,technical cooperation and funding for an Indonesian securities finance company), realizing adiverse working style for employees (S), strengthening corporate governance (G, being a company
with a nominating committee, etc.), and enhancing BCP (G).
These have been disclosed in the Corporate Governance Report filed on December 20, 2021.
We also recognize that responding to climate change is a key management issue (materiality). In
line with a TCFD recommendations, we recently disclosed information related to climate change
on our website.
(7)(i)

Efforts in Corporate Governance
Policy on the Composition of Board of Directors, etc.
JSF transitioned to a company with a nominating committee, etc. in 2019 to separate
oversight from execution, creating a Board of Directors composed of five directors with three outside
directors, and appointing outside directors to serve as the chairs for the Board of Directors and all
three committees. Independent outside directors account for the majority of the Nominating
Committee and the Remuneration Committee.
Under this system, considerations and deliberations from diverse angles are amassed in theformation of management policies. Additionally, reviews of reports, explanatory meetings on
business and other efforts to enhance the information provided to directors are being made to facilitate
the appropriate oversight of the execution of business. These efforts are also acclaimed as appropriate
in evaluating the effectiveness of the Board of Directors.
Faced with the revision of Corporate Governance Code, transition to a new TSE market
segment and environmental changes from factors such as progressing internationalization and digitaltransformation, as well as the formation and implementation of a management plan for the next period
under the medium-term management policy, JSF had its Board of Directors reexamine thecomposition etc. of its Board of Directors through deliberation by the Nominating Committee from aviewpoint of enhancing the role of the Board of Directors in a company with a nominating committee,
etc.
As a result thereof, the Board of Directors reached a recognition that increasing the size ofBoard of Directors by adding two directors (both outside directors) to the current five directors would
be appropriate based on the multifaceted skills required to face the changing environment, the balanceof the number of people engaged in the oversight and execution of business, and the importance ofdiversification in terms of age and gender. In addition, taking into consideration the ability of speedy
decision making and the size of JSF’s business, the Board of Directors reached to the conclusion that
it is worth reassessing the maximum number of directors while maintaining some leeway in the actual
number of members required based on a skill matrix.
Based thereon, JSF proposes a board composition of seven directors, including five outside
candidates and two inside candidates, and a maximum number of eight seats of the Board of Directors
under its Articles of Incorporation, consisting of seven actual members and one vacant seat.
(ii)
Formation and Disclosure of “Policy for Executive Officer Appointments”
As part of the exertion of the Board of Directors’ supervisory function, JSF had theNominating Committee deliberate and determine a policy for the appointment of management. Last
year, due to changes in the environment set forth above, a comprehensive reexamination was
conducted regarding the criteria on the appointment of executive officers based on the results of thedeliberations of the Nominating Committee, and specific appointments are conducted under thefollowing classifications of the talent expected of executive officers in light of the fact that the purposeof their appointment is to create an executive system that facilitates the advancement of the mediumterm plan.
 Someone who is able to fully recognize their public role in the execution of business Someone who has a wide range of knowledge in the overall finance and securities markets

35





Someone who is able to fully recognize JSF’s public role in the execution of JSF’s business
Someone who has extensive knowledge of the overall finance and securities markets
Someone who is well versed in the Financial Instruments and Exchange Act and othervarious laws and regulations
 Someone with knowledge and experience involving JSF’s highly specialized business Someone with the internationality required in the advance of JSF’s business Someone with a high degree of knowledge and experience in business management and risk
management
 Someone with a high degree of knowledge and experience in finance and accounting
 Someone who is able to nimbly respond to the various environmental changes encircling JSF
in the finance and securities sectors
In addition, a long list of people from inside the company, from the public sector and fromthe finance and securities sectors is prepared when making specific appointments. The executive
officer appointments released by JSF on February 28, 2022 were based on this policy.
The Proposing Shareholders have a negative assessment of the appointment of people fromthe Bank of Japan as officers at JSF, but as stated above, in light of the public role and uniqueness of
securities financing business which includes loans for margin transactions, JSF focuses on the talent
expected of executive offers and management, i.e. the ability to fully recognized JSF’s public role in
the execution of JSF’s business, extensive knowledge of the overall finance and securities markets,the ability to nimbly respond to the various environmental changes encircling JSF in the finance andsecurities sectors, and other talents, and people from the Bank of Japan are appointed based on adetermination that they have these talents. Their benefits are commensurate to their work
responsibilities, and the payment status of remunerations is being appropriately disclosed by JSF andits consolidated subsidiaries pursuant to laws and regulations.
(ⅲ)
Establishment of Corporate Governance Office
In October 2021, the Company established the Corporate Governance Office. This wasundertaken to establish a framework as a secretariat to enable the Company to swiftly respond to theestablishment of a sophisticated governance system required of listed companies and theenhancement of its functions. These functions include revisions to the Corporate Governance Codeand compliance with the Tokyo Stock Exchange's new market classification for listed companies.
Also, traditionally, the Corporate Planning Department was responsible for the secretariat function of
the Board of Directors. However, since the Corporate Planning Department is responsible for theformulation of the Medium-term Management Plan under the direction of the President and CEO, theCompany established the Corporate Governance Office. This was based on the concept that it isappropriate to separate the secretariat of the Board of Directors, including the director in charge, fromthe Corporate Planning Department, as the Company has separated supervision and execution as acompany with a Nominating(8)

Rationale Regarding Remuneration and Incentives
JSF has established a remuneration system that supports the foregoing management policies
and governance system which strongly recognized its public role as infrastructure in securities
markets and provides incentives that are consistent with JSF’s management policy of enhancing its
corporate value in the medium and long-term.
Specifically, with an eye towards a high degree of correlation with JSF’s earnings and shareprice, executive officer remuneration is set as monthly remuneration (base remuneration) and officer
bonuses and stock remuneration linked to earnings. The set as monthly remuneration (baseremuneration) is based on an individual executive officer’s position. With an eye towards theclarification of management responsibilities, officer bonuses are determined after the end of a fiscal
year, linked to the achievement status of the management goals in the medium-term management planand performance in each term, and paid within three months after this determination. Stock36

remuneration utilizes a board benefit trust scheme to award points linked to and determined bymedium-term performance, and awards JSF shares based on the number of points at the time ofretirement.
From a viewpoint of exerting a supervisory function, directors (excluding those concurrently
serving as executive officers) are only paid fixed-amount monthly remuneration (base remuneration)
and are not paid performance linked remunerations. The remuneration of an individual director isdetermined by their classification as fulltime or non-fulltime director, appointment as chair and otherpositions as a director. Directors who concurrently serve as executive officers are not paid
remuneration as a director.
Remuneration for individual directors and executive officers is determined by the
Remuneration Committee. Additionally, changes etc. to remuneration categories and the
remuneration system are also determined by the Remuneration Committee.
(9)Issues to be addressed◆The Direction of Future Initiatives
Under the Sixth Medium-term Management Plan, the Group has made steady progress instrengthening its earnings base and improving its ROE as a result of the various measures it has taken
to date. In FY2022, the final year of the Sixth Medium-term Management Plan, the Company aims
to achieve ROE of 4% as stated in the Medium-term Management Policy through the promotion of
the following initiatives.
With respect to strengthening of margin loan business, JSF will strive to improve theconvenience of margin loan by collaborating with related institutions and clients and expanding theprovision of loans for margin loans information. We will expand lending issues by reviewing theselection rules under the new TSE market classification. With respect to expansion and strengtheningof security finance business, we will continue to respond flexibly and promptly to changes in clients'
requirements in response to changes in financial policies mainly in Europe and the U.S. We will
expand the number of clients and the balance of transactions through enhanced sales activities.
Furthermore, from the perspective of enhancing the back-office support system for these sales
activities, we will strive to improve operational efficiency through active utilization of RPA andreviewing middle back-office operations.
Moreover, in addition to enhancing training programs (strengthening human resource
development), developing proactive recruitment activities (promoting diversity), and improving
resilience to cyber security and natural disasters, the Group will work as one to address various
sustainability-related issues, such as TCFD compliance required of a company listed on the prime
market.
As a JSF Trust Bank subsidiary, we will continue to enhance and strengthen trust services
for the purpose of preservation of customer assets, and strive to expand financial and securities-related
services by taking advantage of our unique position as a trust bank in the JSF Group.
In our subsidiary Nippon Building, we will provide each the JSF Group company with agood and low-cost working environment, thereby contributing to the achievement of the JSF Group's
mission and the enhancement of corporate value over the medium to long term.
Through the various initiatives described above, the Group will strive to further strengthen
its management base and provide substantial shareholder returns, while maintaining the high level oftrust of shareholders, investors, and other stakeholders. We will also continue to contribute to thedevelopment of a sustainable society by stably fulfilling its function as the infrastructure of the
securities market.

37

Ⅱ Matters Pertaining to the Current Status of the Company's Group(1) Business progress and its results(i) Financial and economic environment
Although the economic environment in this fiscal year is recovering from the stagnation causedby the COVID-19 infection, the situation remains uncertain due to the re-spreading of infection
by new variant strains of the virus and soaring crude oil prices due to the situation in Ukraine.
Looking at the stock market, the Nikkei Stock Average, which started at 29,388 yen at the
beginning of the period, declined due to COVID-19 spreading once again, but from late August,the market began to rise due to expectations for economic normalization as a result of progress invaccinations. On September 14, it rose to 30,670 yen, reaching its highest price for the period.
Subsequently, the re-spreading of infection by a mutated virus caused the price dropped again,
and after February 2022, the price temporarily dropped further due to concerns about the impactof the situation in Ukraine on the economy, reaching 24,717 yen on March 9, the lowest price forthe period. At the end of the period, it closed at 27,665 yen.
Looking at the institutional margin buying balance on the Tokyo market (TSE, NSE, and PTS)
during this period, it increased from the 2.28 trillion yen range at the beginning of the period toas high as the 2.65 trillion yen range at the beginning of July but then subsequently declined,hitting a bottom at the 2.01 trillion yen range at the end of the period. On the other hand, themargin selling balance, which was in the 590 billion yen range at the beginning of the period,
reached as high as the 640 billion yen range in September, reflecting an increase in new sales asstock prices recovered, but subsequently began to decline, reaching as low as the 410 billion yen
range in January 2022. At the end of the period, it stood at the 550 billion yen range.
(ii) Financial results for the fiscal year ended March 31, 2022
Unit: million of yen
FY2020

FY2021

Amount of
ChangePercentage of
ChangeOperating revenues

30,92430,138△786△2.5 %

Operating expenses

18,018

16,533△1,484△8.2 %

General andadministrative expenses

8,129

7,368

△760

△9.4 %

Operating income

4,777

6,235

1,458

30.5 %

Recurring income

5,558

7,164

1,606

28.9 %

Profit attributable to ownersof parent

3,971

5,174

1,203

30.3 %

Under such environmental conditions, consolidated operating revenues amounted to 30,138
million yen (down 2.5% year-on-year) due to a decrease in revenues in the margin loan business,despite strong performance in the security financing business. On the other hand, consolidated
operating expenses decreased to 16,553 million yen (down 8.2% year-on-year) due to a decreasein fees on borrowing securities in margin loans. General and administrative expenses decreased
to 7,368 million yen (down 9.4% year-on-year) due to a decrease in the amount borne by theCompany as a result of a review of the calculation method of the allowance for doubtful accounts.
As a result, consolidated operating income increased by 6,235 million yen (up 30.5% year-onyear), consolidated recurring income by 7,164 million yen (up 28.9% year-on-year), and net

38

income attributable to owners of the parent by 5,174 million yen (up 30.3% year-on-year), all ofwhich were an increase.
(iii) Operating Conditions by Business Segment
a. Securities financing sector
Operating revenues from the securities finance business amounted to 26,558 million yen(down 3.5% year-on-year).
◆Margin Loan BusinessLooking at operating revenues by business segment, operating revenues from the margin loanbusiness increased by 6,118 million yen (down 46.1% year-on-year). While the average ofmargin loans during the period increased by 58.5 billion yen year-on-year to 283.1 billion yen,
and interest on loans increased, the average of stock loans during the period decreased by 125
billion yen year-on-year to 175.5 billion yen, and both lending fees and premium charges on
over-lent stock loan issues both decreased.
FY2020

FY2021

Amount of Change

Percentage of Change

Amount of Average （billion yen）
Margin Loan

224

283

58

26.0 %

Stock Loan

300

175

△125

△41.6 %

◆Security Financing Business
Operating revenue in the security financing business amounted to 15,368 million yen (up 24.4% year-onyear).
Of this amount, Bond Lending (12,846 million yen, up 27.6% year-on-year) saw continued strong growthin the balance (total) of Gensaki transactions and Repo transactions (bond repo transactions) due to thesuccess of the Company’s proactive response to our clients' requirements. Loans to financial instruments
firms (1,196 million yen, up 52.4% year-on-year) increased due to an increase in Repo transactions, whileloans for negotiable margin transactions (156 million yen, up 94.7% year-on-year) and loans to individual
investors or firms (510 million yen, up 9.0% year-on-year) increased due to an increase in loan balances. On
the other hand, revenues from general stock loans (657 million yen, down 30.8%) declined due to both adecrease in the balance of high margin transactions as well as a weak demand for stock borrowing in the firsthalf of the fiscal year.
◆OtherOther income (5,071 million yen, up 32.7%) increased due to a steady accumulation of carry trade income
and gains on sales resulting from portfolio replacements.
b. Trust Business
Operating revenue in the trust business amounted to 2,737 million yen (up 10.3% year-on-year). Trust
fees remained strong due to an increase in the balance of trusts under custodian type trust services and theaverage balance of loans also increased.
c. Real Estate Management Business
Operating revenue in the real estate leasing business amounted to 841 million yen (down 7.4% year-onyear).

39

(iv) Progress of the Sixth Medium-term Management Plan
◆Status of Achievement in FY2021
Various initiatives
In reviewing FY2021, amidst the continuing impact of the spread of COVID-19, we promoted operational
efficiency through the deployment of proactive sales activities using online and the utilization of RPA.
In terms of operations, while expanding the number of securities borrowers and lenders, we focused on
expanding and strengthening its securities finance operations, centered on margin loan business, by
maintaining and strengthening relationships with existing clients and reviewing product offerings to
respond flexibly and promptly to their diverse requirements. The Group also made efforts to strengthen its
business management system by enhancing convenience for clients through group collaboration in terms ofsystems and improving the BCP system through the use of telecommuting.
Other efforts included initiating empirical research with the University of Tokyo on securities lending andborrowing transactions utilizing distributed ledger technology to contribute to the sustainable developmentof securities markets.
Management goals
In our Sixth Medium-term Management Plan (FY2020-FY2022), we have outlined the following
management objectives: to steadily increase the number of lending issues in order to strengthen thefoundation of our margin loan business; to promote diversification of revenue sources in order to stably
fulfill our function as a securities market infrastructure; and to steadily increase our basic profit*.
*Basic profit: Recurring income estimated based on the assumed profit of loans for margin transactions(assumed average of the past three years).
In the FY ended March 31, 2022, both the number of lending issues and basic profit exceeded theprevious year's levels due to the promotion of the above-mentioned initiatives.

（Basic profit）

40

Unit：milｌon yen

(2) Changes in Financial Position and Results of Operations（Consolidated Basis）(

FY2018FY2019FY2020

FY2021

From April 1, 2018 toMarch 31, 2019

From April 1, 2019 toMarch 31, 2020

From April 1, 2020 toMarch 31, 2021

From April 1, 2021 toMarch 31, 2022

) (

) (

) (

Operating revenues(mil yen)

24,321

29,10130,92430,138Recurring income(mil yen)

5,046

4,894

5,558

7,164

Profit attributableto owners of parent(mil yen)

3,765

3,556

3,971

5,174

(yen)

40.02

38.47

43.28

56.61

(mil yen)

140,793

126,687

135,166

137,996(yen)

1,519.30

1,381.22

1,473.24

1,545.03

Net income per share
Total net assets
Book value per share)(3) Main Business（As of March 31, 2022）
JSF group engages in the following businesses, including the lending and borrowing business, which is licensed
under the Financial Instruments and Exchange Law.
(ⅰ) Securities Finance BusinessMargin Loan Business
JSF group engages in the following businesses, including the lending and borrowing business, which is licensed under the Financial
Instruments and Exchange Law.
Securities Finance Business
General loans（Loan secured by securities） Loan to Securities Companies
Equity Repo
Loans for Negotiable Margin Transaction（Loan funds needed to settle negotiable margintransactions）
Retail Laon
Securities Lending
Bond borrowing and lending transactions
General Stock lending （Lending stock certificates needed to settle stock trading）② Others
Trust and Banking Business

Trust service and banking service

Real Estate Management Business

Real estate ownership and leasing(4) Business Office（As of March 31, 2022）① JSF
Head Office

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

Osaka branch

1-9-6 Edobori, nishi-ku, Osaka② Subsidiary Companies
JSF Trust and Banking Co.,Ltd.

1-2-4 Nihonbashi-Kayabacho, Chuo-ku, Tokyo

Nihon Building Co.,Ltd.

1-2-14 Nihonbashi-Kayabacho, Chuo-ku, Tokyo(5) Capital Investment
Capital investments totaling ¥0.7 bn were made during the fiscal year under review.
These investments were mainly due to the renovation of the head office building and the server replacementof our core system.

41

(6) Employees of the Group（As of March 31, 2022）① JSF group
Segment

The number of employees

Year on Year

Securities Finance Business207［4］△8［+1］

Trust and Banking Business

41［1］

+1

［―］

16［0］

△1

［―］

264［5］△8［+1］

Real Estate Management Business
Total(Note) 1. The number of employees is the number of employed people (excluding those seconded from our group to outside our group) and does notinclude executive officers. In addition, the average number of employees per year is shown in parentheses in [].
2. Temporary employees include temporary and part-time employees.

② JSF
The number of employees

Year on Year

Average age

Average employment longevity

207［4］△8［+1］

43.8

20.9(Note) 1. The number of employees is the number of employed people (excluding those seconded from our group to outside our group) and does notinclude executive officers. In addition, the average number of employees per year is shown in parentheses in [].
2. Temporary employees include temporary and part-time employees.

(7) Subsidiary Companies（As of March 31, 2022）
Capital Stock（billion yen）

Investment Ratio

JSF Trust and Banking Co.,Ltd.

14

100

Trust and Banking BusinessNihon Building Co.,Ltd.

0.1

100

Real Estate Management Business

Name(Note) Affiliated companies are as follows
Japan Information Processing Service Co., Ltd.
JSF INFORMATION TECHNOLOGY CO.,LTD.

(8) Major Borrowings（As of March 31, 2022）
Disclosure is omitted because the amount of borrowings is immaterial.

42

（%）

Principal BusinessⅢ Matters Concerning Shares of the Company （As of March 31, 2022）(1) Total number of authorized shares

200,000,000 shares(2) Number of issued shares

96,000,000 shares(3) Number of shareholders

10,441 person(4) Major Shareholders（Top 10）
Number of Shares

The shareholding ratioHeld（thousand）（%）

THE SFP VALUE REALIZATION MASTER FUND LTD．

12,674

14.0

The Master Trust Bank of Japan, Ltd. (Trust account)

10,946

12.1

Capital Market Promotion Foundation

4,654

5.1

Custody Bank of Japan, Ltd. (Trust account)

4,228

4.7

Mizuho Bank, Ltd.
THE CHASE MANHATTAN BANK, N.A. LONDON SPECIAL OMNIBUS
SECS LENDING ACCOUNTINTERTRUST TRUSTEES(CAYMAN) LIMITED SOLELY IN ITSCAPACITY AS TRUSTEE OF JAPAN−UP
STATE STREET CLIENT OMNIBUS ACCOUNT OM44

3,536

3.9

3,530

3.9

3,109

3.4

2,006

2.2

Name

Custody Bank of Japan, Ltd. (Trust account 4)
1,874
INTERTRUST TRUSTEES CAYMAN LIMITED AS TRUSTEE OF JAPAN1,725−UP UNIT TRUST(Note) In addition to the above, there are 5,594,684 shares of common stock owned by the Company.
The shareholding ratio is calculated excluding treasury stock.

2.1
1.9

(5) Status of shares issued to the Company's Officers as compensation for the execution of theirduties during the current fiscal year.
Number of shares
Executive officer

Number of persons issued shares

49,500 shares(Note) The Company delivers shares of the Company's stock at retirement through a Board Benefit Trust mechanism.

43

1 personⅣ Matter related to the director of the company(1) Directors （As of March 31, 2022）
Classification
Director
Chairperson of the Board of
Directors

Name

Position

Naotaka Obata（Chairperson）
Remuneration Committee Member

Significant concurrent positions

Nomination Committee Member（Chairperson）
Partner Attorney at Fujibayashi Law Office
Audit & Supervisory Board Member of Kitoku
Shinryo Co., Ltd.
Audit & Supervisory Board Member of Takeei Corp

Director

Shoko Sugino

Nomination Committee Member
Audit Committee Member
Remuneration Committee Member

Director

Shuya Iimura

Audit Committee Member(Chairperson)

Audit & Supervisory Board member of Intellex Co.,
Ltd.

（Representative Executive
Officer & President）

Shigeki Kushida

Nomination Committee Member
Remuneration Committee Member

Outside Director of Denso Corp.

Director

Hiroshi Asakura

Audit Committee Member

Director(Note)1. The three Directors, Mr. Naotaka Obata, Ms. Shoko Sugino and Mr. Shuya Iimura, are outside Directors.
2. The Company has selected Shuya Iimura as a Standing Member of the Audit & Supervisory Committee from the perspective of ensuring the effectiveness of the
Audit & Supervisory Committee's audits.
3. The Company has designated outside Directors Naotaka Obata, Shoko Sugino and Shuya Iimura as Independent Officers pursuant to the provisions of the Tokyo
Stock Exchange, Inc. and has notified the Tokyo Stock Exchange to that effect.
4. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company and its directors (excluding executive directors, etc.) have entered intoa Limited Liability Agreement limiting their liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of liability fordamages under such agreement is the minimum liability amount stipulated by law.
5. There exists no personal, capital, business or other interest to be noted with other companies in which the outside Director concurrently serves or has served as an
officer.
6. The Company has concluded a directors' and officers' liability insurance policy as stipulated in Article 430-3 of the Companies Act, insuring its Directors, Executive
Officers, Corporate Officers, and other key employees. The insurance premiums, including the rider portion, are borne entirely by the company, and there iseffectively no insurance premium burden on the insured. Damages in cases where the insured officers are liable for the execution of their duties, etc., or where theinsured officers are subject to claims for such liabilities (compensation for damages and litigation expenses) are to be covered under such insurance policy. However,there are certain exclusions of liability, such as the policy does not cover damages arising from an act committed with knowledge that the act is in violation of laws
and regulations. The relevant insurance policy has a provision for a deductible amount, and damages up to such deductible amount shall not be covered.

44

(2) Attendance at meetings
Name

Board of Directors

Nomination Committee

Audit Committee

Remuneration Committee

Naotaka Obata

11/11（100％）8/8（100％）―

5/5（100％）

Shoko Sugino

11/11（100％）8/8（100％）

11/11（100％）

5/5（100％）

Shuya Iimura

11/11（100％）―

11/11（100％）―

Shigeki Kushida

11/11（100％）8/8（100％）―

5/5（100％）

Hiroshi Asakura

9/9（100％）―

9/9（100％）―(Note) Attendance is recorded at meetings of the board of directors held after she assumed the office of director.

(3) Status of primary activities of outside officers
Name

Status of activities and overview of duties performed with respect to the role expected of outside Directors

Naotaka Obata

Naotaka Obata draws on his extensive experience and broad insight as a manager of major financial
institutions to sufficiently fulfill the roles and responsibilities required of an outside Director, including
supervising management and providing advice on overall management. At Meetings of the Board of
Directors, as Chairman, he manages the agenda and makes proposals and provides advice on the formulationof the Medium-term Management Policy and risk management systems. At Nomination Committee andRemuneration Committee meetings, he manages the proceedings as chairman, and expresses necessary
opinions as a member in the review and deliberation of management selection plans, composition of theBoard of Directors, and other matters.

Shoko Sugino

Shoko Sugino draws on her extensive experience and broad insight as an attorney to sufficiently fulfill theroles and responsibilities required of an outside Director, including highly effective supervision of theCompany's management and advice on overall management. At the Meetings of the Board of Directors, she
makes proposals and provides advice on the formulation of the Medium-term Management Policy andinitiatives related to compliance. At the Nomination Committee and Remuneration Committee, as a memberof the Committees, she expresses necessary opinions in the review and deliberation of management selectionplans, composition of the Board of Directors, and other matters. In addition, as a member of the Audit &Supervisory Committee, she drafts audit plans, interviews the accounting auditor regarding the status of theaudits and their results thereof, and expresses her opinions as necessary.

Shuya Iimura

Shuya Iimura draws on his extensive experience and broad insight in the securities sector to sufficiently
fulfill the roles and responsibilities required of an outside Director, including effective supervision of theCompany's management and advice on overall management. In addition, as a Standing Audit Committee
Member and a Director, he endeavors to improve auditing and supervision by attending important internal
meetings and receiving reports from the Internal Audit Department. At the Audit & Supervisory Committee
meetings, he engages in the management of the agenda as the Chairman of the Committee. As a member of
the Committee, he formulates audit plans, interviews the accounting auditor regarding the implementation
status of audits and the results thereof, and expresses his opinions as necessary.

45

(4) Executive Officers （As of March 31, 2022）
Position

Name

Responsibilities and Significant concurrent positions
Director of Nihon building Co., Ltd.
Director of Japan Information Processing Service Co., Ltd.

Chairperson

Eizo Kobayashi

Representative Executive
Officer & President

Shigeki Kushida

Outside Director of Denso Corp.

Vice President

Shunichiro HiguchiInternal Audit Dept.
Compliance Dept.

Senior Managing Executive
Officer

Kenji Fukushima

Margin Loan Dept.
Institutional Sales Dept.
Retail Business Dept.
Information System Planning Dept.

Managing Executive Officer

Yutaka Okada

Corporate Governance Office.
Business Development Dept.
Treasury Dept. Settlement & Custody Dept. International Relations

Managing Executive Officer

Masaru Sekiguchi

Director (Audit & Supervisory Committee Member) of FUJIMORI KOGYO CO.,LTD.

Risk Management Dept. Human Resources Dept. Corporate Planning Dept.
Osaka Branch. Group Companies Relations(Note) 1. Shigeki Kushida, President and Representative Executive Officer, also serves as a Director.
2. Kenji Fukushima, Senior Executive Officer, retired from his position on March 31, 2022 due to the expiration of his term of office. Also, as of April 1, 2022,
Yutaka Okada, Executive Managing Director, was promoted to Senior Executive Managing Director, and Morikuni Shimoyamada and Shinichi Sugiyama were
newly appointed to the position of Executive Managing Director.

【Reference】Executive Officers (as of April 1, 2022)
Position

Name

Chairperson

Eizo Kobayashi

Representative Executive
Officer & President

Shigeki Kushida

Vice President

Shunichiro Higuchi

Responsibilities

Internal Audit Dept.
Compliance Dept.

Yutaka Okada

Corporate Governance OfficeBusiness Development Dept.
Treasury Dept.
International Relations

Managing Executive Officer

Masaru Sekiguchi

Risk Management Dept.
Human Resources Dept.
Corporate Planning Dept.
Group Companies Relations

Managing Executive Officer

Morikuni Shimoyamada

Managing Executive Officer

Shinichi Sugiyama

Senior Managing Executive
Officer

Margin Loan Dept.
Institutional Sales Dept.
Retail Business Dept.
Settlement & Custody Dept.
Information System Planning Dept.
Osaka Branch46

(5) Amount of remuneration for Directors and Executive Officers
Total amount of remuneration by type (thousands of yen)
Total amount of
remuneration, etc.
(Thousands of yen)

Base remuneration

54,96054,960――5

46,56046,560――3

Executive Officers

298,873

194,160

75,25029,463

6

Total

353,833

249,120

75,25029,463

11

Classification

Director
Of which outside Directors

Performance-linked remuneration, etc.
Non-monetary andstock-based
remuneration

Bonus

Number of
persons(names)(Note)1.Directors who also serve concurrently as Executive Officers are not paid remuneration as directors.
2.Business performance indicators for performance-linked remuneration, etc. (bonuses) are the number of lending issues, basic profit, and consolidated current fiscal
year net income, which were 2,661 stocks, 8,454 million yen, and 5,174 million yen, respectively.
3.The business performance indicator for performance-linked remuneration, etc. (non-monetary and stock-based remuneration) is consolidated recurring income(three-year average), which totaled 5,872 million yen.

(6) Policy for determining the amount of remuneration, etc. of Officers or the method for calculating theamount of remuneration, etc.
① Content of policy and method of determining the amount of remuneration, etc. of officers or the method of calculating the amountof remuneration, etc.

Based on the Company's corporate philosophy and management policy, the remuneration, etc. of the Company's Officers is asystem and at a level that matches the roles and expected functions of the Directors and Executive Officers from the perspectiveof achieving sustainable growth and enhancing corporate value over the medium to long term. Specifically, the Compensation
Committee determines remuneration, etc. on an individual basis based on the following policy determined by the Compensation
Committee. The Compensation Committee has confirmed that the method of determining the details of remuneration, etc. andthe details of remuneration, etc. determined for each individual director for the current fiscal year are consistent with suchdetermination policy, and has judged that the details of remuneration, etc. are in line with such determination policy.

[Directors]
・From the perspective of exercising supervisory function, Directors shall receive only a fixed monthly remuneration (baseremuneration) and shall not receive performance-linked remuneration, etc.
・Each individual Director's remuneration will be based on their responsibilities as a Director, such as whether they serve full-timeor part-time and have been appointed as Chairperson.
・Directors who also serve as Executive Officers will not receive remuneration as directors.
[Executive Officers]
・From the standpoint of linking the remuneration to the Company's business performance and stock value, Executive Officers shallbe paid a fixed monthly remuneration (base remuneration) and performance-linked officer bonuses and stock-based remuneration.
・The fixed monthly remuneration (base remuneration) is determined in accordance with each Executive Officer's position.
・From the standpoint of clarifying management responsibility, Officers' bonuses are determined after the end of the fiscal year,
linked to the status of achievement of management goals in the Medium-term Management Plan and the performance of eachfiscal year, and are paid within three months after the determination.
・Regarding stock-based remuneration, the Company grants points determined in conjunction with medium- to long-term
performance using a Board Benefit Trust mechanism, and delivers Company shares in proportion to the number of points at thetime of retirement.

② Policy on determining the percentage of remuneration, etc. to be paid as performance-linked remuneration and non-performancelinked remuneration, etc.
The percentage of each remuneration to be paid to the Executive Officers based on the base performance shall be determined asfollows47

Performance-linked remuneration
Base remuneration

65％

Officer bonus

Stock-based remuneration

20％

15％

③ Indicators for performance-linked remuneration, reasons for selecting these indicators, and method of determining performancelinked remuneration
Among the Company's Executive Officers' remuneration, indicators related to Officers' bonuses, which are performance-based
remuneration and stock-based remuneration are as follows.
[Officer bonus]
・Bonuses are determined by multiplying the standard bonus calculation amount for each Executive Officer's position by theperformance-linked coefficient (bonus).
・The performance-linked coefficient (bonus) is determined by multiplying each of the three indicators (number of lending issues,
basic profit, and consolidated current fiscal year net income) by the ratio of change from the previous year to each indicator,
which reflect the degree of progress and achievement of management goals.
[Stock-based remuneration]
・The number of base points will be determined based on each Executive Officer's position.
・Based on the base number of points, if the average consolidated ordinary profit or loss for the past three years, including thecurrent fiscal year, exceeds the benchmark, an addition is made, and if it falls below the benchmark, a subtraction is made.
・The Company uses consolidated recurring income as an indicator for the purpose of increasing the linkage with shareholders'interests over the medium to long term by using its performance, excluding the impact of one-time profit or loss.

Ⅴ Dividend Policy
Solid equity capital to secure the financial health and management stability that society demands of the company as theinfrastructure of securities market, and provide stable long-term return to shareholders by comprehensively considering revenues
environment or investment plan, etc. At the same time, JSF will strive to place more importance on shareholders return. Based on
this basic approach, JSF will strive to further enhance shareholder returns.
JSF has set the goal of achieving a total payout ratio of 100% on a cumulative basis in the years from FY2021 through FY2025
through dividend payments and agile implementation of share repurchases. With regard to dividends, JSF aims to proactively pay
dividends to the extent that the annual dividend per share does not fall below ¥30.
The year-end dividend for the current fiscal year will be 15 yen per share according to the resolution of the Board of Directors
meeting held on May 16, 2022.
Together with the interim dividend of ¥15 per share, which has already been paid, the annual dividend will be ¥30 per share (up¥4 from the previous fiscal year).The effective date of the year-end dividend payment will be Thursday, June 2, 2022.

48

Consolidated Financial Statements
Consolidated Balance Sheets
Account

Unit: millions of yen

Fiscal 2021

Account(As of March 31,2022)

AssetsCurrent assets
Cash and deposits
Short-term investments
Operating loans

1,299,070
109,724
891,485

Receivables under resaleagreements

3,928,146

Collateral money forsecurities borrowed

6,499,422

Other current assets

355,293

Allowance for doubtfulreceivable△133

Non-current assets
Tangible non-current assets

1,085,646
6,056

Buildings

2,276

Equipment

210

Land

3,264

Construction in progress

304

Intangible non-current assets

960

Software850

Software in progress

95

Others14

Investments and other assets
Long-term investments

1,078,629
1,042,496

Bad debts

95

Defined benefit assets

437

OthersReserve for possible loan
lossesTotal assets

Liabilities
Current liabilities
Call money
Short-term borrowings
Commercial paper
Payables under repurchaseagreements
Collateral money forsecurities lent
Income taxes payable
Reserve for employee bonuses
Reserve for executive bonuses
Borrowed money from trust
account
OthersNon-current liabilities
Long-term borrowings
Deferred tax liabilities
Deferred tax liabilities forland revaluation
Provision for share-based
remuneration for directors
Defined benefit liabilities
Asset retirement obligations
Derivative liabilities
OthersTotal liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Total accumulated othercomprehensive income
Net unrealized gains (losses) onother securities
Net deferred gains (losses) onhedgesLand revaluation excess
Accumulated remeasurements ofdefined benefit plans
Total net assets
Total liabilities and net assets

13,083,009

35,696△95

14,168,656

Note) Amounts less than one million yen are disregarded.

49

Fiscal 2021
(As of March 31,2022)

14,015,456
1,858,400
239,210496,000
5,544,898
4,706,496
879
466
106
1,031,412
137,585
15,202
4,000
3,011
74
228
213
55
7,054
563
14,030,659
129,719
10,0008,878
115,521△4,6808,277
9,920△1,967168
156
137,996
14,168,656

Consolidated Statement of Income

Unit: millions of yen

Fiscal 2021

Account(From April 1, 2021 to March 31, 2022)

Operating revenues
Interest on loans
Interest on receivables under resale agreements
Interest on collateral money for securities
borrowed
Fees on lending securities
OthersOperating expenses
Interest on borrowing and commercial paper
Interest on payables under repurchaseagreements
Fees on borrowing securities
OthersOperating profit
General and administrative expenses
Operating income
Non-operating revenues
Interest income and dividend income
Share of profit of entities accounted for using
equity method
Miscellaneous revenue
Non-operating expenses
Interest expense
Commission for purchase of treasury stock
Loss on money held in trust
Loss on investments in investment partnerships
Miscellaneous expenses
Recurring income
Extraordinary profit
Gain on sales of non-current assets
Extraordinary loss
Loss on retirement of non-current assets
Branch office relocation expense
Net Income before Income Taxes
Income taxes-current
Income taxes-deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

30,138
2,708
5,714
2,250
9,457
10,006
16,533
747
3,614
9,357
2,814
13,604
7,368
6,235
959
481
446
31
29
0
6
14
4
4
7,164
40
40
58
41
16
7,147
2,071
△98

Note) Amounts less than one million yen are disregarded.

50

1,972
5,174
−
5,174

Consolidated Statement of Changes in Net Assets(From April 1, 2021 to March 31, 2022)

Unit: millions of yen
Stockholdersʼequity

Balance at April 1, 2021

Capital surplus

Retained earnings

Treasury stock

10,0008,878

113,133△2,407

129,604

10,0008,878

113,133△2,407

129,605

Cumulative effects of changes inaccounting policies
Restated balance

Totalstockholdersʼ
equityCapital stock

00Changes in the year
Cash dividends
Profit attributable to owners ofparent△2,786△2,786

5,174

5,174

Purchase of treasury stock
Disposal of treasury stock△2,301△2,30128

28

0Net changes in items other thanstockholdersʼ equity in the year
Net changes in the year
Balance at March 31, 2022

−

0

2,387

△2,272

114

10,0008,878

115,521△4,680129,719

Unit: millions of yen
Accumulated other comprehensive income
Net
Unrealized
Net deferredgains (losses) gains (losses)
on otheron hedges
securities
Balance at April 1, 2021

22,432△16,978Land
revaluation
excess

Accumulated
remeasurements ofdefinedbenefit
plans

Total
accumulated
othercomprehensive income

168

△59

5,562

Cumulative effects of changes inaccounting policies
Restated balance

Total
net assets

135,166
022,432△16,978

168

△59

5,562

135,167

Changes in the year
Cash dividends△2,786

Profit attributable to owners ofparent5,174

Purchase of treasury stock△2,301

Disposal of treasury stock28

Net changes in items other thanstockholdersʼ equity in the year
Net changes in the year
Balance at March 31, 2022

△12,512

15,010

−

216

2,714

2,714

△12,512

15,010

−

216

2,714

2,829

9,920

△1,967

168

156

8,277

137,996Note) Amounts less than one million yen are disregarded.

51

Financial Statements
Balance Sheets
Account

Unit: millions of yen

Fiscal 2021

Account(As of March.31,2022)

Liabilities
Current liabilities
Call money
Short-term borrowings
Commercial paper
Payables under repurchaseagreements
Collateral money forsecurities lent
Income taxes payable
Reserve for employee bonuses
Reserve for executive bonuses
Cash collateral received for
margin loans
OthersNon-current liabilities
Long-term borrowings
Deferred tax liabilities
Deferred tax liabilities forland revaluation
Provision for share-based
remuneration for directors
OthersTotal liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Capital reserve
Oher Capital surplus
Retained earnings
Legal retained earnings
Other Retained earnings
Reserve for dividends
Voluntary reserve
Retained earnings brought
ForwardTreasury stock
Valuation and translation
adjustments
Net unrealized gains (losses) onother securities
Net deferred gains (losses) onhedgesLand revaluation excess
Total net assets
Total liabilities and net assets

AssetsCurrent assets
Cash and deposits

12,118,921
800,238

Short-term investments

92,365

Operating loans

358,860

Margin loan

265,028

Loan to securities
companies and individual
investors

52,331Other loans

41,500Receivables under resaleagreements

3,928,146

Collateral money forsecurities borrowed

6,587,152

Other current assets

352,212

Allowance for doubtfulreceivable
Non-current Assets
Tangible non-current assets△55
595,202
1,911

Buildings

624

Equipment

151

Land

830

Construction in progress

304

Intangible non-current assets

569

Software460

Software in progress

95

OthersInvestments and other assets

13592,722Long-term investments

532,601

Shares of subsidiaries andassociates

26,893

Bad debts

95

Prepaid pension costs

127

OthersReserve for possible loan
lossesTotal assets

33,099△95
12,714,123

Note) Amounts less than one million yen are disregarded.

52

Fiscal 2021
(As of March.31,2022)

12,585,965
1,523,600
187,350
496,000
5,544,898
4,699,859
422
395
106
117,092
16,239
6,980
1,000
1,907
74
228
3,769
12,592,945
115,383
10,000
8,878
5,181
3,697
101,177
2,278
98,8992,030
77,03019,839△4,672
5,794
7,257△1,631
168
121,178
12,714,123

Statement of Income

Unit: millions of yen

Fiscal 2021

Account(From April 1, 2021 to March 31, 2022)

Operating revenues
Interest on loans
Interest on receivables under resale agreements
Interest on collateral money for securities
borrowed
Commission income
Fees on lending securities
OthersOperating expenses
Interest on borrowing and commercial paper
Interest on payables under repurchaseagreements
Commission expenses
Fees on borrowing securities
OthersOperating profit
General and administrative expenses
Operating income
Non-operating revenues
Interest income and dividend income
Miscellaneous revenue
Non-operating expenses
Loss on money held in trust
Commission for purchase of treasury stock
Loss on investments in investment partnerships
Miscellaneous expenses
Recurring income
Extraordinary profit
Gain on sales of non-current assets
Extraordinary loss
Loss on retirement of non-current assets
Branch office relocation expense
Net income before income taxes
Income taxes-current
Income taxes-deferred
Profit26,586
2,617
5,714
2,273
372
9,451
6,157
16,335
387
3,614
723
9,529
2,080
10,251
6,004
4,246
1,711
1,682
29
29
14
6
4
3
5,928
40
40
58
41
16
5,910
1,403
△31

Note) Amounts less than one million yen are disregarded.

53

1,371
4,539

Consolidated Statement of Changes in Net Assets(From April 1, 2021 to March 31, 2022)

Unit: millions of yen
Stockholdersʼequity

Capital surplus
Capitalstock

Balance at April 1,
2021

10,000Retained earnings
Other retained earnings

Capitalreserve

5,181

Other
capitalsurplusTotal
capitalsurplus

3,697

8,878

Legal
retainedearnings

Reserve fordividends

Voluntary
reserve

Retainedearnings
brought
forward

Total
Retainedearnings

2,278

2,030

77,03018,08699,424△2,786△2,786

4,539

4,539

Changes in the year
Cash dividends
Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanstockholdersʼ
equity in the year
Net changes in theyear
Balance at March 31,
2022

0

0

−

−

0

0

−

−

−

1,752

1,752

10,000

5,181

3,697

8,878

2,278

2,030

77,03019,839101,177

Unit: millions of yen
Stockholdersʼequity

Balance at April 1,
2021

Valuation and translation adjustments

Treasury
stock

Total
Stockholdersʼ
equityNet
unrealized
gains(losses) on
othersecurities△2,399115,904

17,300Net
deferred
gains onhedges△11,507

Total
Land
Valuation
revaluation
andexcesstranslation
adjustments
168

5,960

Total
net assets

121,864

Changes in the year
Cash dividends△2,786△2,786

4,539

4,539

△2,301△2,301△2,30128

28

28

Net income
Purchase oftreasury stock
Disposal oftreasury stock
Net changes in
items other thanstockholdersʼ
equity in the year
Net changes in theyear
Balance at March 31,
2022△10,042

9,876

−

△165

△165

△2,272△520△10,042

9,876

−

△165

△686

△4,672

115,383

7,257△1,631

168

5,794

121,178Note) Amounts less than one million yen are disregarded.

54