May 15, 2019
To whom it may concern
Japan Securities Finance Co., Ltd.
Announcement concerning Amendment of Certain Provisions ofthe Articles of Incorporation
Japan Securities Finance Co., Ltd. (herein after “JSF”) today announces that it decided, at themeeting of its Board of Directors held on May 15, 2019, to make the following proposal at its 109th
Ordinary General Meeting of Shareholders to be held on June 25, 2019, concerning theAmendment of Certain Provisions of the Article of Incorporation.
1. Purpose of amendment of the Articles of Incorporation(1) As announced in the “Transition to a “Company with Nominating Committee, etc.” structure”
dated February 4, 2019, the Company would like to make the transition to a “Company withNominating Committee, etc.” structure to clarify the separation of supervision and executionof business operations, to further strengthen the supervision of ensuring the soundness ofmanagement, and to realize prompt business execution that respond quick to change in thebusiness environment. Accordingly, the Company proposes to amend the Articles ofIncorporation, including addition of new provisions for committees and Corporate Officers
and removal of the existing provisions for Audit & Supervisory Board and Audit &Supervisory Board members.
(2) The Company has decided to clarify its Group’s business purposes, and therefore proposes
to partially amend Article 2 (Purpose) to add the main business of our subsidiaries.
(3) The Company proposes to establish provisions that allow the matters concerning
appropriations of retained earnings stipulated by Article 459, Paragraph 1 of the Companies
Act to be determined by resolution of the Board of Directors so that the Company canswiftly perform profit return to the shareholders and execute its capital policy.
(4) In addition, the Company proposes to deletes the provisions related to the Advisor, etc. andrevise the numbering of articles in accordance with each amendment mentioned above.
2. Details of amendment of the Articles of Incorporation
The amendment details are described in the attachment.
3. Schedule
Date of General Meeting of Shareholders for amendment of the Articles of Incorporation：June25, 2019
Effective date of amendment of the Articles of Incorporation：June 25, 2019[End]
This is the English translation of the document originally written in Japanese for non-Japaneseconvenience. Although Japan Securities Finance intends to faithfully translate the Japanese-written
documents into English version, the accuracy and correctness of translation are not guaranteed, so you arekindly encouraged to refer to the original Japanese version of the document.

1Attachment(The proposed amended language is underlined)
Current

Proposed Amendment

Article 1. (Text of Articles omitted)

Article 1. (Same as the present)

Article 2. (Purposes)

Article 2. (Purposes)

The Company shall be organized for the purposes of

The Company shall be organized for the purposes ofoperating the following businesses.

operating the following businesses.

(1) to (8) (Text of Articles omitted)(1) to (8) (Same as the present)(Newly established)(9)

Banking business and Trust business(Newly established)(10)

Ownership and leasing of real estate

(9)

(11)

To operate all businesses incidental to

To operate all businesses incidental toany of the above.

any of the above.

Article 3. (Text of Articles omitted)

Article 3. (Same as the present)

Article 4. (Institutions)

Article 4. (Institutions)

The Company shall, in addition to the general

The Company, being a company with Nominating

meetings of shareholders and the directors, have theCommittee, etc., shall have the following institutions ,following institutions:in addition to the general meetings of shareholders
and the directors :(1) Board of Directors(1) Board of Directors(2) Auditors(2) Nomination Committee, Audit Committee andRemuneration Committee(3) Board of Auditors(3) Executive Officers: and(4) Accounting Auditors(4) Accounting Auditors

Articles 5 to 10 (Text of Articles omitted)

Articles 5 to 10 (Same as the present)

Article 11. (Shareholder Register Manager)

Article 11. (Shareholder Register Manager)

1. (Text of Articles omitted)

1. (Same as the present)

2. The shareholder register manager and its office

2. The shareholder register manager and its officeshall be designated by the Board of Directors of theshall be designated by the Representative

Company, and a public notice shall be given with

Executive Officer, and a public notice shall be given

regard to this designation.

with regard to this designation.

3. (Text of Articles omitted)

3. (Same as the present)

Article 12. (Rules on Handling Shares)

Article 12. (Rules on Handling Shares)

The handling of the shares of the Company and any

The handling of the shares of the Company and any2

Current

Proposed Amendment

fees associated therewith shall be in accordance withfees associated therewith shall be in accordance withapplicable laws and ordinances, these Articles ofapplicable laws and ordinances, these Articles ofIncorporation and the Rules on Handling Shares

Incorporation and the Rules on Handling Shares

formulated by the Board of Directors.

formulated by the Representative Executive Officer.

Articles 13 to 14 (Text of Articles omitted)

Articles 13 to 14 (Same as the present)

Article 15.( Authorization to Convene andArticle 15.(Convener and Chairperson of General

Chairmanship)

Meetings of Shareholders)

1. The President shall convene and chair general

1. General meetings of shareholders shall bemeetings of shareholders.

convened by the Director predetermined by theBoard of Directors. Should the Director be unable toact, one of the other Directors shall convene thegeneral meeting in accordance with an order ofpriority predetermined by a resolution of the Boardof Directors.

2. In the event of absence or inability to perform his or

2. A Director or Executive Officer appointed by theher duty, a director shall act for the President inBoard of Directors in advance shall act asconvening and chairing general meetings ofchairperson of the general meetings ofshareholders in the order prescribed in advance byshareholders. If the said Director or Executive

the Board of Directors.

Officer is unable to act, one of the other Directors or
Executive Officers shall act as chairman inaccordance with an order of priority predeterminedby a resolution of the Board of Directors.

Articles 16 to 21 (Text of Articles omitted)(Newly established)

Articles 16 to 21 (Same as the present)

Article 22. (Convener and Chairperson of Meetings ofBoard of Directors)
1. The Director determined in advance by the Boardof Directors shall convene meetings of the Board ofDirectors and act as chairperson.
2. If the said Director in the preceding paragraph isunable to act, one of the other Directors shall act aschairperson in accordance with an order of priority
predetermined by a resolution of the Board ofDirectors.

Article 22. (Notice for Meetings of Board of Directors)

Article 23. (Notice for Meetings of Board of Directors)

3Current

Proposed Amendment

1. Notices for the meetings of the board of directors

1. Notices for the meetings of the board of directors

shall be given to all the directors and auditors threeshall be given to all the directors three days indays in advance of each meeting, except that in anadvance of each meeting, except that in an

emergency this interval may be shortened.

emergency this interval may be shortened.

2. These procedures may be omitted in the

2. These procedures may be omitted in the

convocation of meetings of the Board of Directors

convocation of meetings of the Board of Directors

when consented to by all directors and auditors.

when consented to by all directors.

Article 23. (Omission of Board of Directors

Article 24. (Omission of Board of DirectorsResolutions)

Resolutions)

The Company may deem the Board of Directors to

The Company may deem the Board of Directors tohave passed a resolution if all directors (limited tohave passed a resolution if all directors (limited todirectors who are entitled to vote) provide written

directors who are entitled to vote) have given consent

expression of their intent to affirm the proposedin writing or electromagnetic record for the proposed

resolution. However, this shall not apply in the event

resolution.

that any auditor expresses objections to the proposed
resolution.

Article 24. (Representative Directors)(Deleted)

The Board of Directors shall appoint, in accordancewith its resolutions, representative directors. However,officers and employees of financial instruments firms
shall not be appointed as representative directors.

Article 25. (Directors with Specific Duties)
The Board of Directors may appoint, in accordance(Deleted)

with its resolutions, a Chairman, a Vice Chairman, aPresident, several Vice Presidents, several Senior
Managing Directors and several Managing Directors
from among the directors.

Article 26. (Text of Articles omitted)

Article 25. (Same as the present)

Article 27. (Executive Officers)

Article 27. (Corporate Officers)(Text of Articles omitted)(Move to Article 33)

Article 28. (Executive Advisers, Advisers and(Deleted)Counselors)
The Company may, in accordance with a resolution of4

Current

Proposed Amendment

the Board of Directors, appoint Executive Advisers,Advisers and Counselors.

Article 29. (Remuneration, etc. for Directors)(Deleted)

The remuneration, bonuses and other financial
interests received by directors as countervalue for theexecution of their duties (hereinafter called“remuneration, etc.”) shall be decided by a resolutionof the general meetings of shareholders.

Article 30. (Text of Articles omitted)

Article 26. (Same as the present)

CHAPTER V(Deleted)

AUDITORS AND BOARD OF AUDITORS

Article 31. (Number of Auditors)(Deleted)

The number of auditors of the Company shall not
exceed four.

Article 32. (Election of Auditors)(Deleted)

1. Auditors shall be elected by a resolution of thegeneral meetings of shareholders.
2. Auditors shall be elected by a majority of votes withthe participation of shareholders authorized toexercise not less than one-third of the voting rightsof all shareholders.

Article 33. (Term of Office of Auditors)(Deleted)

1. The term of office of auditors shall be from the dateof their election until the conclusion of the regular
general meeting of shareholders for the final
business year concluding within four years of theirelection.
2. The term of office of auditors who are elected to fillvacancies on the Board of Auditors due toresignations prior to the expiration of terms shall be
until the expiration of the term of the resigning
auditor.

5

Current

Article 34. (Standing Auditors)

Proposed Amendment(Deleted)

The Board of Auditors shall appoint, in accordancewith its resolutions, standing auditors.

Article 35. (Notice for Meetings of Board of Auditors)(Deleted)

1. Notices for the meetings of the board of auditors
shall be given to all auditors three days in advanceof each meeting, except that in an emergency thisinterval may be shortened.
2. These procedures may be omitted in theconvocation of meetings of the Board of Auditors
when consented to by all auditors.

Article 36. (Regulations of Board of Auditors)(Deleted)

Matters related to the Board of Auditors shall follow
the provisions of applicable laws and ordinances,these Articles of Incorporation and the Regulations ofthe Board of Auditors formulated by the Board ofAuditors.

Article 37. (Remuneration, etc. for Auditors)(Deleted)

The remuneration, etc. for auditors shall be decided
by a resolution of the general meeting ofshareholders.

Article 38. (Limitation of Liability of Audit &(Deleted)

Supervisory Board Members)
The company may, in accordance with the provisionsof Paragraph 1 of Article 427 of the Corporations Law,
conclude agreements with Audit & Supervisory BoardMembers limiting their liability of damages, asdescribed in Paragraph 1 of Article 423 of theCorporation Low; provided that the limitation of liability
for damages in the agreements shall be based on theamount prescribed by relevant laws and regulations.

(Newly established)

CHAPTER V6

Current

Proposed Amendment
COMMITTEES(Newly established)

Article 27. (Appointment of Committee Members)
Members of each Committee shall be appointed fromDirectors by a resolution of the Board of Directors.

(Newly established)

Article 28. (Matters Regarding Committee)
Matters regarding each committee shall be governedby the Regulations thereof established by eachCommittee, as well as by applicable laws andregulations, these Articles of Incorporation, orresolutions of the Board of Directors.

CHAPTER VI(Newly established)

EXECUTIVE OFFICERS(Newly established)

Article 29. (Elections of Executive Officers)
Executive Officers shall be elected by a resolution ofthe Board of Directors.

(Newly established)

Article 30. (Term of Office)The term of office of Executive Officers shall expire at
the last day of the business year that ends within one(1) year from assumption of office.

(Newly established)

Article 31. (Representative Executive Officers)
The Representative Executive Officers shall be
appointed by a resolution of the Board of Directors.
Provided, however, that the representative executiveofficer shall be a person other than an officer or
employee of a Financial Instruments BusinessOperator.

(Newly established)

Article 32. (Executive Officers with Specific Title)
1. The President and Executive Officer shall be
appointed by a resolution of the Board of Directors.
2. In addition to the preceding paragraph, theCompany may appoint other Executive Officers withspecific titles by a resolution of the Board of7

Current

Proposed AmendmentDirectors.

CHAPTER VII(Newly established)

CORPORATE OFFICERS

Article 27. (Executive Officers)

Article 33. (Corporate Officers)

The Company may, in accordance with a resolution ofThe Company may, in accordance with a resolution ofthe Board of Directors, appoint Executive Officers.

the Board of Directors, appoint Corporate Officers

CHAPTER VI

CHAPTER VIIIACCOUNTINGACCOUNTING

Article 39. (Text of Articles omitted)

Article 34. (Same as the present)

Article 35. (Organ Which Determines Dividend(Newly established)

Payment from Surplus, etc.)
The Company may, by resolution of the Board ofDirectors, determine dividend payment from surplus
and matters provided for in the items in Article 459,
Paragraph 1 of the Companies Act.
Article 40. (Surplus Dividends)

Article 36. (Record Date for Dividend Payment fromSurplus, etc.)
1. The Company may, in accordance with a resolution

The company may pay cash dividends from surplus toof the general meeting of shareholders, payshareholders or registered stock pledge whose nameyear-end dividends to shareholders recorded on thehave been entered or recorded in the final

final

shareholder registry as of March 31 or September 30

shareholder

registerandtoregisteredpledge-holders as at March 31 of each year.
2. The Company may, in accordance with a resolutionof each year.
(Deleted)of the Board of Directors, pay interim dividends toshareholders recorded on the final shareholder
register and to registered pledge-holders as at
September 30 of each year.

Articles 41. (Text of Articles omitted)

Articles 37. (Same as the present)

end8