TSE Code 8511
June 3, 2019

To Shareholders
President
Eizo Kobayashi
JAPAN SECURITIES FINANCE CO., LTD.
1-2-10, Nihonbashi-Kayabacho, Chuo-ku, Tokyo, JapanNOTICE OF THE 109th ORDINARY GENERAL MEETING OF SHAREHOLDERS～extract
Dear Shareholders,
You are hereby advised of the convocation of the 109th Ordinary General Meeting of Shareholdersof the Company, details of which are indicated below. We hope very much that you will be able to attend
this Meeting.
In order to exercise your rights, please review the attached reference materials, and indicate yourapproval or disapproval of the proposals on the enclosed document, then return it or vote on the Internet
site (https://www.e-sokai.jp) by 5:20 p.m. Japan Standard Time on 24 June, 2019.
We are pleased to announce you that we participate in the ICJ voting platform, improving the voting
environment for all our shareholders.

The ICJ is offering access to the world's most widely used andsophisticated electronic voting platform, Broadridge's Proxy Edge voting platform.

－1－

Details

1 Date and Time:

10:00 a.m. on Tuesday, 25th June, 2019

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

3 Agenda for the Meeting
Items to be reported:

Report 1:

The 109th fiscal year (from Apr. 1, 2018 to Mar. 31, 2019)
Business Report, Consolidated Financial Statements andReport of audits of the consolidated financial statements by
the Independent Auditor and the Board of Auditors.

Report 2:

The 109th fiscal year (from Apr. 1, 2018 to Mar. 31, 2019)
Financial Statements.

Items to be resolved:

4 Notes on the Execution

Agenda1:

Appropriation of Retained Earnings

Agenda2:

Partial amendments to the Articles of Incorporation

Agenda3:

Election of 5 Directors

Please refer to “ Notes on the Execution of Votes” on page 27

of Votes
Note:

This English version is not a legally accurate translation of the original Japanese text.

－2－

REFERENCE DOCUMENTS PERTAINING TO EXERCISE OF VOTING RIGHTS
Agenda and Reference Information

Agenda 1:

Appropriation of Retained Earnings

The Company proposes the appropriation of retained earnings in the following manner.
Year-end dividend
The Company considers the long-term, stable return of profits to shareholders to be among its mostimportant management tasks and therefore has a basic guideline of paying dividends according to results
after provisioning the capital and interval reserves that it requires as a financial institution. Concretely, Our
dividend policy is to return profits to shareholders, with the “Consolidated Payout Ratio” of not less thanaround 60%, as a standard that reflects our business performance, but also taking account of the “Dividendon Equity Ratio”.
Following the above basic policy, Company’s year-end dividends will be calculated at 11 yen per share.
Accordingly, annual dividends which include the interim dividends of 11 yen per share will be calculated at
22 yen per share (a 4 yen decrease from previous fiscal year).
(1) Type of dividend asset
Cash(2) Allocation of dividend assets and total amount of allocation
11 yen per share of common stock
Total amount of payout: 1,026,581,754 yen(3) Effective date of dividend payment
June 26, 2019－3－

Agenda 2:

Partial amendments to the Articles of Incorporation

1. Purpose of amendment of the Articles of Incorporation：(1) The Company would like to make the transition to a “Company with Nominating Committee, etc.”

structure to clarify the separation of supervision and execution of business operations, to further
strengthen the supervision of ensuring the soundness of management, and to realize prompt
business execution that respond quick to change in the business environment. Accordingly, theCompany proposes to amend the Articles of Incorporation, including addition of new provisions forcommittees 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 topartially 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 ofretained earnings stipulated by Article 459, Paragraph 1 of the Companies Act to be determined byresolution of the Board of Directors so that the Company can swiftly perform profit return to theshareholders and execute its capital policy.
(4) In addition, the Company proposes to deletes the provisions related to the Advisor, etc. and revise

the numbering of articles in accordance with each amendment mentioned above.
The said amendment of the Articles of Incorporation shall take effect at the conclusion of this General
Meeting of Shareholders.
2. Details of amendments of Articles of Incorporation
The amendment details are as follows：(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

The Company shall be organized for the purposes ofof operating 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

Committee, etc., shall have the following

the following institutions:institutions , in addition to the general meetings of－4－

Current

Proposed Amendment
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 ofshall be designated by the Representative

the Company, and a public notice shall be given

Executive Officer, and a public notice shall bewith regard to this designation.

given 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 any

fees associated therewith shall be in accordancefees associated therewith shall be in accordancewith applicable laws and ordinances, these Articles

with applicable laws and ordinances, these Articles

of Incorporation and the Rules on Handling Sharesof 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 be
convened by the Director predetermined by themeetings of shareholders.

Board of Directors. Should the Director be unable
to act, one of the other Directors shall convene
the general meeting in accordance with an orderof priority predetermined by a resolution of theBoard of Directors.
2. In the event of absence or inability to perform his

2. A Director or Executive Officer appointed by theor her 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 advanceshareholders. If the said Director or Executiveby the Board of Directors.

Officer is unable to act, one of the other Directors
or Executive Officers shall act as chairman in－5－Current

Proposed Amendment
accordance with an order of priority
predetermined by a resolution of the Board of
Directors.

Articles 16 to 21 (Text of Articles omitted)
Articles 16 to 21 (Same as the present)(Newly established)
Article 22. (Convener and Chairperson of Meetingsof Board of Directors)
1. The Director determined in advance by the Boardof Directors shall convene meetings of the Boardof Directors and act as chairperson.
2. If the said Director in the preceding paragraph isunable to act, one of the other Directors shall act
as chairperson in accordance with an order ofpriority predetermined by a resolution of the Boardof Directors.
Article 22. (Notice for Meetings of Board of
Directors)

Article 23. (Notice for Meetings of Board of

1. Notices for the meetings of the board of directors

Directors)

shall be given to all the directors and auditors

1. Notices for the meetings of the board of directors

three days in advance of each meeting, except

shall be given to all the directors three days inthat in an emergency this interval may be

advance of each meeting, except that in an

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 Directors

Resolutions)

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

expression of their intent to affirm the proposed

consent in writing or electromagnetic record for the

resolution. However, this shall not apply in the event

proposed 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－6－Current

Proposed Amendment

instruments firms shall not be appointed as
representative directors.
Article 25. (Directors with Specific Duties)(Deleted)

The Board of Directors may appoint, in accordancewith its resolutions, a Chairman, a Vice Chairman, aPresident, several Vice Presidents, several Senior
Managing Directors and several Managing Directors
from among the directors.
Article 25. (Same as the present)
Article 26. (Text of Articles omitted)
Article 27. (Corporate Officers)
Article 27. (Executive Officers)(Move to Article 33)(Text of Articles omitted)(Deleted)
Article 28. (Executive Advisers, Advisers andCounselors)
The Company may, in accordance with a resolutionof the Board of Directors, appoint Executive
Advisers, Advisers and Counselors.
(Deleted)
Article 29. (Remuneration, etc. for Directors)
The remuneration, bonuses and other financial
interests received by directors as countervalue forthe execution of their duties (hereinafter called“remuneration, etc.”) shall be decided by aresolution of the general meetings of shareholders.
Article 26. (Same as the present)
Article 30. (Text of Articles omitted)(Deleted)
CHAPTER V
AUDITORS AND BOARD OF AUDITORS(Deleted)
Article 31. (Number of Auditors)
The number of auditors of the Company shall not
exceed four.
(Deleted)
Article 32. (Election of Auditors)
1. Auditors shall be elected by a resolution of thegeneral meetings of shareholders.

－7－Current

Proposed Amendment

2. Auditors shall be elected by a majority of votes
with the participation of shareholders authorized
to exercise not less than one-third of the voting
rights of all shareholders.
(Deleted)
Article 33. (Term of Office of Auditors)
1. The term of office of auditors shall be from thedate of their election until the conclusion of theregular general meeting of shareholders for the
final business year concluding within four years of
their election.
2. The term of office of auditors who are elected tofill vacancies on the Board of Auditors due toresignations prior to the expiration of terms shallbe until the expiration of the term of the resigning
auditor.
(Deleted)
Article 34. (Standing Auditors)
The Board of Auditors shall appoint, in accordancewith its resolutions, standing auditors.
(Deleted)
Article 35. (Notice for Meetings of Board of Auditors)
1. Notices for the meetings of the board of auditors
shall be given to all auditors three days inadvance of each meeting, except that in an
emergency this interval may be shortened.
2. These procedures may be omitted in the
convocation of meetings of the Board of Auditors
when consented to by all auditors.
(Deleted)
Article 36. (Regulations of Board of Auditors)
Matters related to the Board of Auditors shall follow
the provisions of applicable laws and ordinances,these Articles of Incorporation and the Regulationsof the Board of Auditors formulated by the Board ofAuditors.
(Deleted)
Article 37. (Remuneration, etc. for Auditors)
The remuneration, etc. for auditors shall be decided
by a resolution of the general meeting ofshareholders.

－8－Current

Proposed Amendment(Deleted)

Article 38. (Limitation of Liability of Audit &Supervisory Board Members)
The company may, in accordance with theprovisions of Paragraph 1 of Article 427 of the
Corporations Law, conclude agreements with Audit& Supervisory Board Members limiting their liabilityof damages, as described in Paragraph 1 of Article
423 of the Corporation Low; provided that thelimitation of liability for damages in the agreements
shall be based on the amount prescribed by relevantlaws and regulations.
CHAPTER V
COMMITTEES(Newly established)
Article 27. (Appointment of Committee Members)
Members of each Committee shall be appointed(Newly established)from Directors by a resolution of the Board of
Directors.
Article 28. (Matters Regarding Committee)(Newly established)

Matters regarding each committee shall begoverned by the Regulations thereof established byeach Committee, as well as by applicable laws andregulations, these Articles of Incorporation, or
resolutions of the Board of Directors.
CHAPTER VIEXECUTIVE OFFICERS(Newly established)

Article 29. (Elections of Executive Officers)(Newly established)

Executive Officers shall be elected by a resolution of
the Board of Directors.
Article 30. (Term of Office)(Newly established)

The term of office of Executive Officers shall expire
at the last day of the business year that ends withinone (1) year from assumption of office.
Article 31. (Representative Executive Officers)(Newly established)

The Representative Executive Officers shall be－9－Current

Proposed Amendment
appointed by a resolution of the Board of Directors.
Provided, however, that the representative executive
officer shall be a person other than an officer or
employee of a Financial Instruments Business
Operator.
Article 32. (Executive Officers with Specific Title)
1. The President and Executive Officer shall be(Newly established)appointed by a resolution of the Board of
Directors.
2. In addition to the preceding paragraph, theCompany may appoint other Executive Officers
with specific titles by a resolution of the Board of
Directors.
CHAPTER VII(Newly established)

CORPORATE OFFICERS
Article 27. (Executive Officers)

Article 33. (Corporate Officers)

The Company may, in accordance with a resolution

The Company may, in accordance with a resolutionof the Board of Directors, appoint Executive Officers.

of 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 of
Directors, 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

from Surplus, etc.)
1. The Company may, in accordance with a resolution

The company may pay cash dividends from surplusof the general meeting of shareholders, pay year-

to shareholders or registered stock pledge whose

end dividends to shareholders recorded on the final

name have been entered or recorded in the final

shareholder register and to registered pledge-

shareholder registry as of March 31 or September

holders as at March 31 of each year.

30 of each year.

－10－Current

Proposed Amendment

2. The Company may, in accordance with a resolution(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)－11－Agenda 3: Election of five Directors
The term of office of nine directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. In line with the transition from a company with Audit & Supervisory Board to a company witha Company with Nominating Committee, etc., the term of office of three Audit & Supervisory Board
members will also expire. It is therefore proposed that five directors should be elected subject to theapproval and adoption of Proposal 2 “Partial amendments to the Articles of Incorporation”.
The candidates are as listed below.
[Reference] List of director candidates
If five candidates for the Board of Directors (including one woman) are elected at the General Meeting of
Shareholders and will assume the following positions.
Position
No.

Name

1

Naotaka Obata

2

Shoko Sugino

3

Shuya Iimura

4

Shigeki
Kushida5

Hiroshi Nasuno

Nomination
Committee

Chairpersonof the Boardof Directors

Audit
Committee

Chairperson

memberRemuneration
Committee

Chairperson

membermembermembermember－12－

OutsideDirector
OutsideDirector
OutsideChairperson

memberRemarks

Director
President
Representative
Executive
Officer
Non-executive
director

No.

Name
(Date of birth)

Naotaka Obata(Oct. 15, 1944)
Gender：Male
New appointment
Candidate for

Career Summary, Positon and Duty
(Significant concurrent positions)Apr. 1968
May. 1999
Jan. 2004

Jun. 2004
Jun. 2005
Apr. 2007

Outside Director
Candidate for
Independent Director

Jun. 2010
Jun. 2012
Apr. 2013

1

Jun. 2018

Joined The Mitsubishi Bank, Ltd.
Managing Executive Officer of The
Bank of Tokyo-Mitsubishi, Ltd.
Senior Managing Executive Officerof The Bank of Tokyo-Mitsubishi,
Ltd.
Deputy President,
The Bank of Tokyo-Mitsubishi, Ltd.
President and CEO, Diamond
Lease Company Limited
President and CEO, Mitsubishi UFJ
Lease & Finance Company Limited
Chairman, Mitsubishi UFJ Lease &Finance Company Limited
Advisor, Mitsubishi UFJ Lease &Finance Company Limited
Board member of Japan Pension
Service (to the present)
Senior Advisor, Mitsubishi UFJ
Lease & Finance Company Limited(to the present)

Number ofCompany
Shares owned―(Significant concurrent positions)―【Reasons for Nomination as the Candidate】
The Company expects that Naotaka Obata will fulfill a sufficient role in highly effective supervisionof our management from an independent and objective standpoint, utilizing his extensive experienceand broad knowledge in the financial industry.

【Independence】
If this proposal is approved and Naotaka Obata is inaugurated as an outside director, he is expectedserve as an independent director pursuant to the rules and regulations of the Tokyo Stock Exchange.
In addition, there were no transactions between Mitsubishi UFJ Lease & Finance Company Limited
and us, where he served as President and Director until June 2010.

－13－

No.

Name
(Date of birth)

Career Summary, Positon and Duty
(Significant concurrent positions)Apr. 1973

Shoko Sugino(Aug. 7, 1945)

Apr. 1994
Apr. 1997

Gender：Female
Apr. 2000
New appointment
Candidate for
Outside Director

Jul. 2005
Mar. 2007

Candidate for
Independent Director

2Jun. 2018

Registered Lawyer
Joined Fujibayashi Law OfficePartner attorney at Fujibayashi Law
Office (to the present)
Professor for The Legal Training
and Research Institute of JapanTokyo Family Court Conciliation
Committee Member
Environmental Dispute Coordination
Commission Member
Audit & Supervisory Board memberof Kitoku Shinryo Co., LTD.
(to the present)
Audit & Supervisory Board memberof Takeei Corp. (to the present)

Number ofCompany
Shares owned―(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 Nomination as the Candidate】
As an attorney at law, Shoko Sugino is a candidate for Outside Director because the Company
expects that she will play a sufficient role in highly effective supervision of our management from an
independent and objective standpoint, utilizing her extensive experience and broad knowledge incorporate legal affairs. She has never been involved in corporate management other than becoming
an Outside Director in the past, but the Company believes that she is able to properly perform her
duties as an Outside Director for the reasons described above.

【Independence】
If this proposal is approved and Shoko Sugino is inaugurated as an outside director, she is expectedserve as an independent director pursuant to the rules and regulations of the Tokyo Stock Exchange.

－14－

Career Summary, Positon and Duty
(Significant concurrent positions)

Name(Date of birth)

No.

Apr. 1987
Jul. 2001

Shuya Iimura(Feb. 13, 1964)

Jun. 2010
Mar. 2014

Gender：MaleApr. 2016
New appointment
Candidate forJun. 2016

Outside Director
Aug. 2018

Candidate for
Independent Director
(As

3

an

outside

Audit&

Supervisory Board member)

Number ofCompany
Shares owned

Joined Tokyo Stock Exchange (TSE)
Chief of Public Relations office ofGeneral Affairs Dept, TSE
Director of Derivatives Dept, TSE
Director of Market Planning Dept,
Osaka Exchange
Human Resource Dept, Japan
Exchange Group
Audit & Supervisory Board memberof JSF (to the present)
Audit & Supervisory Board memberof Intellex Co., LTD. (to the present)

5,100(Significant concurrent positions)Audit & Supervisory Board member of Intellex Co.,LTD.

[Attendance at the BOD
meetings]

100%
Number of meetings
during of appointment:11
Number of attendance : 11

【Reasons for Nomination as the Candidate】
As a full-time Audit & Supervisory Board member, Shuya Iimura is engaged in the monitoring andauditing of our business operations. The Company expects that he will play a sufficient role in theeffective supervision of our management and other matters from an independent and objective
standpoint. Therefore, the Company appointed him as a candidate for outside director.

【Independence】
He is an independent director pursuant to the rules and regulations of the Tokyo Stock Exchange. If
this proposal is approved and he is inaugurated as an outside director, he will continue to be an
independent director.

－15－

No.

Name
(Date of birth)

Career Summary, Positon and Duty
(Significant concurrent positions)May. 2008

Shigeki Kushida(Jun. 8, 1958)

4

Mar. 2009
Jun. 2010

Gender：MaleMay. 2011

New appointment

Mar. 2013
Apr. 2017
May. 2019

Deputy Director-General of
Personnel and Corporate Affairs
Dept (Personnel Management).,
BOJ
Director-General of Personnel andCorporate Affairs Dept., BOJ
Director-General of Monetary Affairs
Dept., BOJ
General Manager of Nagoya
Branch, BOJ.
Executive Director of BOJ
Senior Advisor of Aflac Japan
Advisor of JSF (to the present)

Number ofCompany
Shares owned―(Significant concurrent positions)―【Reasons for Nomination as the Candidate】
Shigeki Kushida filled key posts such as Executive Director of BOJ, through which he gained
abundant insights and experiences in financial and securities sector. Then the Company selected
him as a candidate, believing that he will contribute to its management as a Director.

－16－

No.

Name
(Date of birth)

Career Summary, Positon and Duty
(Significant concurrent positions)Apr. 1973
Jun. 2000
Jun. 2002

5

Hiroshi Nasuno(Jan. 12, 1950)

Jun. 2005

Gender：MaleJun. 2007
Jun. 2012

New appointment

Jun. 2006

Jun. 2013

Joined JSF
General Manager of Securities
Custody Dept.
General Manager of Settlement &Custody Dept.
Director & General Manager of
Accounting Dept.
Executive Officer & General
Manager of Accounting Dept.
Managing Director of JSF
Senior Managing Director of JSF(retired on Jun. 2013)
President of Nihon Building Co., LTD.
(retired on Jun. 2016)

Number ofCompany
Shares owned

40,000(Significant concurrent positions)―【Reasons for Nomination as the Candidate】
Hiroshi Nasuno has thorough knowledge of our business and has experience in our management
as a director until 2013. Then the Company selected him as a candidate, believing that he willcontribute to its management as a Director.
Notes: 1. There are no conflicts of interests between the Company and the above candidates for Directors.
2. The Company has concluded with Shuya Iimura a liability-limiting agreement as prescribed in Article
423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of said
Act, and set an upper limit of the liability for damages under said agreement to the minimum amountof liability for damages set forth in Article 425, Paragraph 1 of said Act. If this proposal is approved,
the Company will conclude the liability-limiting agreement with Naotaka Obata, Shoko Sugino, Shuya
Iimura, Hiroshi Nasuno.

－17－

（reference）

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 the lastbusiness 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 theexecution 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 of business ofthat 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

－18－

CONSOLIDATED BALANCE SHEETSAs of March 31, 2019

Millions of Yen

ASSETS
Current assets:
Cash
Call Loans
Short-term investments
Operating loans
Receivables under resale agreements
Collateral money for securities borrowed
Other current assets
Allowance for doubtful receivables

990,670
100,000
238,643
668,894546,542
2,137,589
94,802(736)

Total current assets

4,776,406

Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land

2,351
398
3,264
6,014

Intangible non-current assets:
Software
Software in progress
Other intangible non-current assets

3,089
345
16
3,450

Investments and other assets:
Investments in securities
In-house loan
Fixed operating claims
Other investments and other assets
Allowance for doubtful receivables

505,163
2
233
334
(233)
505,500

Total non-current assets
Total Assets

514,965
5,291,372－19－

As of March 31, 2019

Millions of Yen

LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Accrued income taxes
Allowance for bonuses (Employees)
Allowance for bonuses (Directors & Executive Officers)
Collateral money received for securities lent
Borrowed money from trust account
Other current liabilities
Total current liabilities
Non-current liabilities:
Long-term Borrowings
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Allowance for officers retirement rewards
Stock benefits accrued
Liabilities for retirement and severance benefit
Asset retirement obligations
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities

Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock

1,016,460
16,547214,000
1,453,352
368
667
112
1,563,430
743,329
106,844
5,115,112

4,000
10,075
74
41
146
1,192
52
19,273611
35,4675,150,579

Net assets:
10,00011,325
109,687(4,382)
Total shareholders’ equity

126,631

Accumulated other comprehensive income
Net unrealized gain on other securities
Deferred loss on hedges
Gain on revaluation of land
Accumulated amount for adjustment retirement and severance benefit

29,171(14,133)168(1,044)

Total accumulated other comprehensive income
Total net assets

14,161
140,793

Total liabilities and net assets

5,291,372－20－

CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended March 31, 2019

Millions of Yen

Operating revenues
Operating expenses
Operating profit
General and administrative expenses

24,321
12,284
12,037
8,056

Operating income

3,981

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

775
305
1,081

Non-operating expenses
Miscellaneous expenses

15
15
5,046

Recurring income
Extraordinary loss
Loss on retirement of non-current assets

41
41

Income before income taxes
Income taxes
Current
Deferred

5,005
842
397
1,240

Income before minority interests
Minority interests

3,765
－

Net income

3,765

－21－

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Millions of Yen
Shareholders’ equity
Common stock
Balance at April 1, 2018

Additional
paid-in capital

10,000Retained earnings

11,325

Treasury stock

Total shareholders’equity(3,094)

126,819

108,588

Changes arising during the year:
Cash dividends(2,666)Net Income

3,765(2,666)
3,765

Purchase of treasury stock
Retirement of treasury stock(0)(1,304)(1,304)17

17

Net changes other than shareholders’equity
－

(0)

1,099

(1,287)(188)

10,00011,325

109,687(4,382)

126,631

Total changes during the year
Balance at March 31, 2019

Accumulated other comprehensive income
Net unrealized Deferred gains orGain ongain or loss onlosses on revaluation of
securities
hedgesland
Balance at April 1, 2018

24,484(7,242)168

Remeasurementsof defined
benefit plans(417)

Total accumulated
other comprehensive
income16,991

Total net assets
143,811

Changes arising during the year
Cash dividends(2,666)Net Income

3,765

Purchase of treasury stock(1,304)Retirement of treasury stock17

Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2019

4,687

(6,890)－(626)(2,829)(2,829)4,687(6,890)－(626)(2,829)(3,018)29,171(14,133)168(1,044)

14,161

140,793－22－

NON-CONSOLIDATED BALANCE SHEETSAs of March 31, 2019

Millions of Yen

ASSETS
Current assets:
Cash
Short-term investments
Loan for margin transactions
Bond financing and General loans
Other loans
Receivables under resale agreements
Collateral money for securities borrowed
Other current assets
Allowance for doubtful receivables

676,694
217,339
249,304
34,68720,000546,542
2,143,830
82,830(571)

Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixturesLand

3,970,658

434
356
830
1,622

Intangible non-current assets:
Software
Software in progress
Other intangible non-current assets

2,963
354
14
3,332

Investments and other assets:
Investments in securities
Shares in affiliates
Other investments and other assets
Allowance for doubtful receivables

376,126
26,893
1,072(233)

Total non-current assets
Total Assets

403,859
4,379,472－23－

As of March 31, 2019

Millions of Yen

LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Allowance for bonuses (Employees)
Allowance for bonuses (Directors & Executive Officers)
Collateral money received for margin transactions
Collateral money received for securities lent
Other current liabilities
Total current liabilities

951,460
7,787
214,000
1,453,352
603
112
89,8291,499,950
13,8984,231,133

Non-current liabilities:
Long-term Borrowings
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Allowance for officers retirement rewards
Stock benefits accrued
Other non-current liabilities

1,000
6,406
74
41
146
10,007

Total non-current liabilities
Total liabilities

17,676
4,248,809

Net assets:
Shareholders’ equity
Common stock
Capital surplus
Additional paid-in capital
Other capital surplus
Retained earnings
Earned surplus reserve
Other retained earnings
Reserve for dividends
Special reserve
Retained earnings carried forward
Treasury stock

10,00011,325
5,181
6,144
97,506
2,278
95,2282,030
77,03016,168(4,374)

Total shareholders’ equity

114,458

Valuation and translation adjustments
Net unrealized gain on other securities
Deferred Gain or Loss on Hedges
Gain on revaluation of land
Total valuation
adjustments

20,846(4,810)168
andTotal net assets

translation

16,204130,662

Total liabilities and net assets

4,379,472－24－

NON-CONSOLIDATED STATEMENTS OF INCOME

For the year ended March 31, 2019

Millions of Yen

Operating revenues
Operating expenses
Operating profit
General and administrative expenses

20,971
11,4049,566
6,754

Operating income

2,812

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

825
32
857

Non-operating expenses
Miscellaneous expenses

15
15
3,654

Recurring income
Extraordinary loss
Loss on retirement of non-current assets

41
41

Income before income taxes
Income taxes
Current
Deferred

3,613
512
423
936

Net income

2,677

－25－

NON-CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Millions of Yen
Shareholders’ equity
Capital surplus

Retained earnings
Other retained earnings

Balance at April 1, 2018

Commonstock

Additional
paid-in
capitalOther
capitalsurplusTotal
capitalsurplus

Earned Reserve forreserves
dividends

Specialreserves

Retainedearnings
carriedforwardTotal
retainedearnings

Treasury
stock

Total
shareholders’equity10,000

5,181

6,144

11,3252,278

77,03016,157

97,495(3,086)

115,734(2,666)(2,666)(2,666)

2,677

2,677

2,677

2,030

Changes arising during the year:
Cash dividends
Net income
Purchase of treasury stock
Retirement of treasury stock
Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2019

(0)

(0)

(1,304)

17

17

－

－

(0)

(0)

－

－

－

11

11

(1,276)(1,276)

10,000

5,181

6,144

11,325

2,278

2,030

77,03016,16897,506(4,374)

114,458

Valuation and translation adjustments
Net unrealized
gain or loss on
securities
Balance at April 1, 2018

(1,304)

17,994

Deferred gains
or losses onhedges(852)

Gain onrevaluation of
land
168

Total valuation andtranslation
adjustments
17,310Total net assets
133,045

Changes arising during the year:
Cash dividends(2,666)

Net income

2,677

Purchase of treasury stock(1,304)Retirement of treasury stock17

Net changes other thanshareholders’ equity

2,852(3,958)－(1,106)(1,106)

Total changes during the year

2,852

(3,958)－(1,106)(2,383)

Balance at March 31, 201920,846(4,810)168

16,204130,662－26－

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 theCompany (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” indicatedon the proxy voting form and follow the instructions on the screen to register whether you approve or disapproveof each proposal, and are kindly requested to exercise your voting rights on or before 5:20 p.m. (Japan standardtime) on Monday, June 24, 2019.
③ To prevent unauthorized access by parties other than shareholders and the alteration of shareholder votes,
shareholders voting via the Internet will be asked to change their “password” on the Voting Rights Exercise Site.
④ If you exercise your voting rights via the Internet multiple times, the vote cast last shall prevail.
⑤ Connection fees payable to the providers and communication expenses payable to telecommunication carriers
when accessing the website for the exercise of voting rights will be borne by the shareholders.

Inquiries about the Exercise of Voting Rights via the Internet
Transfer Agent： JAPAN SECURITIES AGENTS, LTD.
Agency Department[Direct Line for Web Support (Toll free)] 0120-707-743
Accessible from 9:00 a.m. to 9:00 p.m. on business days,
Saturdays, Sundays, and national holidays.

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

End－27－