TSE Code 8511
June 5, 2007

To Shareholders
President Minoru Masubuchi

JAPAN SECURITIES FINANCE CO.,LTD.
1-2-10 Nihonbashi-Kayabacho,Chuo-ku,TokyoNOTICE OF THE 97TH ORDINARY GENERAL MEETING OF SHAREHOLDERS～extract
Dear Shareholders,
You are hereby advised of the convocation of the 97th Ordinary General Meeting of Shareholders of theCompany, details of which are indicated below. We hope very much that you will be able to attend thisMeeting.
In order to exercise your rights, please review the attached reference materials, indicate your approval ordisapproval of the proposals on the enclosed document, then return it or vote on the Internet site(http://www.e-kosi.jp) by 5:20 p.m. Japan Standard Time on 26th June, 2007.
We are pleased to announce you to participate in the ICJ voting platform, improving the voting environment
for all our shareholders. ICJ is offering access to the world's most widely used and sophisticatedelectronic voting platform, ADP's Proxy Edge voting platform.
Details
1. Date and Time:
2. Venue:

10:00 a.m., Wednesday, 27th June, 2007

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

3. Meeting Agenda
Items to be Reported:
Report 1:

Business Reports and the Statutory Report for the 97th term from April 1, 2006 to March31, 2007.

Report 2:

The Consolidated Statutory Report and the Report of the audit of the consolidated
accounts by the Independent Auditor and the Board of Auditors for the 97th term fromApril 1, 2006 to March 31, 2007.

Items to be Resolved:
Agenda 1:
Agenda 2:
Agenda 3:
Agenda 4:

Note:

Appropriation of Retained Earnings
Directors’ Bonuses
Election of nine Directors
Election of two Auditors

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

REFERENCE DOCUMENTS PERTAINING TO EXERCISE OF VOTING RIGHTS

Agenda and Reference Information

Agenda 1:Appropriation of Retained Earnings

The Company is proposing the appropriation of retained earnings in the following manner.
1. Year-end dividends
With respect to dividends for the term, we have determined the rate of dividends in accordance with thecompany’s dividend policy for distributing dividends by taking account of its financial results, whileconsidering its shareholders' equity and appropriate internal reserves as a financial institution.
In view of better business results than those of the last term, the year-end dividends will be 14 yen pershare, so the annual dividends will be 26 yen including the interim dividends of 12 yen, which will be
increased by 2 yen per share.
(1) Type of dividend asset
Cash(2) Allocation of dividend assets and total amount of allocation
14 yen per share of common stock
Total amount of payout: 1,390,960,648 yen(3) Effective date of dividend payment
June 28, 2007
2. Appropriation of other retained earnings(1) The account and the amount of retained-earnings increased
Special Reserves:
4,000,000,000 yen(2) The account and the amount of retained-earnings decreased
Retained earnings carried forward:
4,000,000,000 yen

Agenda 2:

Directors’ Bonuses

In view of better business results than those of the last term, regarding the bonus for directors, 87,590,000
yen is proposed to pay for 5 executive officers of the Board of Directors.

2Agenda 3:

Election of nine Directors

The term of office of nine Directors will expire at the end of the present Ordinary General Meeting ofShareholders. Therefore, nine new Directors are to be elected and the candidates are as listed below.

No.
1Name
(Date of birth)
Minoru Masubuchi(Nov. 3, 1943)

Brief personal history &Representation of other companies
May 1993
May 1994
Jul. 1998
Jul. 2002
Jun. 2004
Jun. 2005
Jun 2006

2

Hiroshi Saito(Apr. 13, 1947)

Jul. 1993
Jul. 1995
Jul. 1997
Jul. 1999
Jul. 2000
Jun. 2004

3

Sadamu Shimomura(Aug. 31, 1947)

Apr. 1970
Jun. 1998
Jun. 2000
Jun. 2002
Jun. 2005
Jun. 2005
Oct. 2006

Shares ofJSF owned

Adviser to the Governor of Market
Operations Dept., BOJ
Director-General of Financial and Payment
System Dept., BOJ
Executive Director of BOJ
Standing Adviser of IBM Japan, Ltd.
President of JSF (to the present)
Director of JSF Trust and Banking Co.,Ltd.
(to the present)
Director of Japan Information Processing
Service Co., Ltd. (to the present)

6,400

Deputy Governor of Aomori Prefecture
Superintendent of the Nagoya Customs
Deputy Director-General’s Secretariat for theNational Land Agency
Superintendent of the Tokyo Customs
Executive Director of Japan Regional
Development Corp.
Executive Vice President of JSF (to thepresent)

5,900

Joined JSF
General Manager of Loan Supervision Dept.
General Manager of Bond Trading Dept.
Director & General Manager of Margin Loan
Dept.
Auditor of Japan Information Processing
Service Co., Ltd. (to the present)
Managing Director (to the present)
Auditor of JBIS Holdings Inc. (to the present)

10,300

3

No.
4Name
(Date of birth)
Yasuhisa Hashimoto(Feb. 27, 1951)

Brief personal history &Representation of other companies
May 1996
May 1998
Feb. 2002
May 2003
Feb. 2005
May 2005
Jun. 2005
Jun. 2006

5

Hiroshi Nasuno(Jan. 12, 1950)

Apr. 1973
Jun. 2000
Jun. 2002
Jun. 2005
Jun. 2005
Jun. 2006
Oct. 2006

6Kunio Kojima(Dec. 15, 1937)

May 1989
May 1990
Feb. 1992
Aug. 1996
Jun. 1998
Jun. 2003
Jun. 2004
Jun. 2004
Jun. 2005
Jun. 2005
Apr. 2006

Jun. 2006
Oct. 2006

General Manager of Naha Branch, BOJ
Director-General, Senior Secretary to theGovernor of BOJ
Director-General of Secretariat of the Policy
Board Dept., BOJ
Director-General of Currency Issue Dept.,
BOJ
Personal and Corporate Affairs Dept., BOJ
Adviser of JSF
Managing Director of JSF (to the present)

Director of Japan Securities Agents, Ltd.
(to the present)
Joined JSF
General Manager of Securities Custody
Dept.
General Manager of Settlement & Custody
Dept.
Auditor of Japan Securities Agents, Ltd. (tothe present)
Director & General Manager of TreasuryDept.
Executive Officer & General Manager ofTreasury Dept. (to the present)
Auditor of JBIS Holdings Inc. (to the present)
Director-General of Market Operations Dept.,
BOJ
Director-General of Policy Planning Dept.,
BOJ
Executive Director of BOJ
Adviser of the Industrial Bank of Japan, Ltd.
President of JSF
Director of Mitsui O. S. K. Lines, Ltd.
(to the present)
Chairman of JSF
Director of Nihon Building Co., Ltd.
Director of Japan Information Processing
Service Co., Ltd.
Director of Resona Holdings, Inc. (to thepresent)
Vice-Chairman & President of Keizai Doyukai(Japan Association of Corporate Executives)(to the present)
Executive Adviser of JSF (to the present)
Director of JBIS Holdings Inc. (to the present)

4

Shares of
JSF owned
3,000

17,80024,100No.
7Name(Date of birth)
Takashi Imai
(Dec. 23, 1929)

Brief personal history &Representation of other companies
Jun. 1993
Apr. 1998
May 1998
May 2002
Jun. 2002
Apr. 2003
Jun. 2003

8Akira Kanno(Dec. 1, 1932)

Dec. 1986
May 1992
May 1994

Apr. 1999

Jun. 2003
Dec. 2004
9Eiichiro Okumoto(Mar. 4, 1934)

Dec. 1986
Jun. 1989
Aug. 1989
Oct. 1996
Jun. 2000
Jul. 2000
Jun. 2004
Jun. 2004

Shares ofJSF owned

President of Nippon Steel Corp.
Chairman of Nippon Steel Corp.
Chairman of Nippon Keidanren (JapanBusiness Federation)
Honorary Chairman of Nippon Keidanren(to the present)
Director of JSF (to the present)
Director & Senior Adviser / Honorary
Chairman of Nippon Steel Corp.
Senior Adviser / Honorary Chairman ofNippon Steel Corp. (to the present)

4,000

Executive Director of BOJ
Deputy Governor of Export-Import Bank ofJapan
Vice-Chairman & Senior Managing Governorof the Federation of Bankers Associations ofJapan
Vice-Chairman & Senior Managing Governorof the Japanese Bankers Association(renamed)
Director of JSF (to the present)
Chairman of Japan Electric Power Exchange(to the present)

12,800Vice President of Daiwa Securities Co., Ltd.
Adviser of Daiwa Computer Service Co., Ltd.
President of Daiwa Institute of Research Ltd.
Chairman of Daiwa Institute of Research Ltd.
Standing Adviser of Daiwa Institute of
Research Ltd.
Chairman of Japan Securities Dealers
AssociationAdviser of Daiwa Institute of Research Ltd.
(to the present)
Director of JSF (to the present)

1,900

Note 1: JSF has no conflict of interest with each candidate.
Note 2: Mr. Takashi Imai, Mr. Akira Kanno and Mr. Eiichiro Okumoto are candidates for Outside
Directors.
Note 3: Reasons for recommending them as candidates for Outside Directors.
(1) Mr. Imai has been engaged in management of Nippon Steel Corporation and acted asa Chairman of Japan Federation of Economic Organizations. JSF ask for hiselection in expectation of advises or surveillance with his abundant experience andwide judgment in economic circles. He has been our outside director since June 2002
and acted for 5 years as of the end of this meeting.

5(2) Mr. Kanno held as an Executive Director of BOJ, a Deputy Governor of Export-Import
Bank of Japan and a Vice-chairman & Senior Managing Governor of the Federation ofBankers Association of Japan. JSF ask for his election in expectation of advises orsurveillance with his abundant experience and wide judgment in financial circles. Hehas been our outside director since June 2003 and acted for 4 years as of the end of
this meeting.
(3) Mr. Okumoto has been engaged in management of Daiwa Securities and Daiwa
Institute of Research and held as Chairman of Japan Securities Dealers Association.
JSF ask for his election in expectation of advises or surveillance with his abundant
experience and wide judgment in securities circles. He has been our outside director
since June 2004 and acted for 3 years as of the end of this meeting.

6Agenda 4:

Election of two Auditors

The term of office of two Auditors will expire at the end of the present Ordinary General Meeting of
Shareholders. Therefore, two new Auditors are to be elected and the candidates are as listed below.

No.

Name(Date of birth)

Brief personal history &Representation of other companies

Shares ofJSF owned

1

Shigeru Awashima(Jun. 21, 1952)

Apr. 1976
Jun. 2000
Jun. 2003
Apr. 2006
Jun. 2006

Joined JSFDeputy General Manager of Treasury Dept.
General Manager of Research Dept.
General Manager of Risk Management Dept.
Executive Officer & General Manager of Risk
Management Dept. (to the present)

6,000

2Toshio Kamiyama(Nov. 18, 1941)

Feb. 1969
Feb. 1969

Registered certified public accountants
Representative of Kamiyama CPA Office (tothe present)
Registered certified tax accountants
Director of the Japanese Institute of Certified
Public Accountants
Representative President of Japanese
Accountants School (to the present)
Commissioner of JICPA for objection inquiry
Commissioner of CPA examination
Auditor of JSF (to the present)
Auditor of JICPA (to the present)

3,800

Apr. 1969
Jul. 1992
Feb. 1995
Aug. 2001
Aug. 2001
Jun. 2003
Jul. 2004

Note 1: JSF has no conflict of interest with each candidate.
Note 2: Mr. Kamiyama is a candidate for Outside Auditor.

JSF ask for his election in expectation of his special knowledge and abundant
experience as Certificated Public Accountant and Certified Tax Accountant. He has
been our outside auditor since June 2003 and acted for 4 years as of the end of thismeeting.

7

NON-CONSOLIDATED BALANCE SHEETSMillions of Yen

As of March 31,2007
ASSETS
Current assets:
CashCall loans
Securities
Loan for margin transactions
Bond financing
General loans
Other loans
Stocks lent for margin transactions
Bonds lent for bond loan transactions
Other securities lent
Securities in custody
Securities in deposit
Prepaid expenses
Deferred tax assets
Collateral money for securities borrowed
Accrued revenue
Other current assets
Allowance for doubtful receivables
Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land
Construction in progress

3,367
87,200360,517
1,634,700
27
79,8327,500702,702
5,000
5,593
161,317
1,114,258
178
441
1,606,454
1,004
1,257
(256)
5,771,067

926
250
840
2
2,020

Intangible non-current assets:
Software
Other intangible non-current assets
Investments and other assets:
Investments in securities
Shares in affiliates
Investments in capital
Guaranty money deposited
In-house loan
Deferred tax assets
Other investments and other assets
Allowance for doubtful receivables
Total non-current assets
Total Assets

8

2,710
15
2,725
312,381
19,374
61
312
448
3,340
32
(34)
335,916
340,662
6,111,729

As of March 31,2007
LIABILITIES AND NET ASSETS
Current liabilities:
Call money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Accrued expenses
Accrued income taxes
Allowance for bonus (Employees)
Allowance for bonus (Directors & Executive Officers)
Collateral money received for margin transactions
Collateral money received for securities lent
Deposit received
Collateral securities deposited
Securities borrowedSecurities lent offsetting account
Advanced received profit
Other current liabilities
Total current liabilities
Non-current liabilities:
Long-term borrowings
Deferred tax liabilities for land revaluation
Allowance for employees retirement benefits
Allowance for officers retirement rewards
Total non-current liabilities
Total liabilities
Net assets:
Shareholders’ equity
Common stock
Capital surplus
Capital reserve
Retained earnings
Earned surplus reserve
Reserve for dividends
General reserve
Earned surplus carried forward
Treasury stock
Total Shareholders’ equity

Millions of Yen

1,521,800
277,300
110,000
89,961
419
2,718
349
141
47,675
1,959,445
754
1,634,700
349,644
4,525
1891485,999,775

6,500
98
2,278
388
9,265
6,009,040

10,0005,181
5,181
90,791
2,278
2,030
78,0308,453(288)
105,684

Valuation and translation adjustments
Net unrealized loss on other securities
Gain on revaluation of land
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets

9(3,139)
143(2,996)
102,688
6,111,729

NON-CONSOLIDATED STATEMENTS OF INCOME

Millions of Yen

For the year ended March 31,2007
Operating revenues
Operating expenses

35,01018,709Operating profit
General and administrative expenses16,300
7,216

Operating income
Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

9,084
78977867

Non-operating expenses
Miscellaneous expenses

0

Recurring income
Extraordinary profit
Reversal of allowance for doubtful receivables
Profit on sale of securities of affiliate

0
9,951
790
306
1,097

Extraordinary loss
Loss on retirement of non-current assets
Loss on revision of the gain and loss of prior year
Loss on devaluation of investments in securities

110820

Income before income taxes

11,028

Income taxes
Current
Deferred3,865
378
4,243

Net income

6,785

10

NON-CONSOLIDATED STATEMENTS OF CHANGED SHAREHOLDERS’ EQUITY(Millions of Yen)
Shareholders’ equity
Capitalsurplus

Retained earnings
Other retained earnings

Total
Earned surCommon
Capital Earned Reserve for Special plus carried Total retained Treasury shareholders
earnings
stock’ equity
stock reserves reserves
dividends reserves
forwardBalance as of March 31, 2006

10,000

5,181

2,278

2,030

74,2308,148

86,686(277)

101,590(2,583)(2,583)(2,583)

(96)

(96)

(96)

(3,800)

－－

6,785

6,785

6,785

Amount of change
Dividends
Bonuses of directors andauditors
Special reserves

3,800

Net income
Disposal of treasury stock(11)(11)

Other changes in
non-shareholders’ equity
items during the term (net)Total amount of change
Balance as of March 31, 2007

－－－－

3,800

305

4,105

(11)

4.093

10,000

5,181

2,278

2,030

78,0308,453

90,791(288)

105,684

Valuation and translation adjustments
Net unrealized
gain or loss on
securities
Balance as of March 31, 2006

(6,056)

Gain on Total valuation
revaluation of and translation
landadjustments
143(5,912)

Total net assets
95,677

Amount of change
Dividends(2,583)

Bonuses of directors andauditors(96)－Special reserves
Net income

6,785

Disposal of treasury stock
Other changes innon-shareholders’ equity
items during the term (net)Total amount of change
Balance as of March 31, 2007

(11)
2,916

－

2,916

2,916

2,916

－

2,916

7,010

(3,139)143(2,996)102,688

11

CONSOLIDATED BALANCE SHEETSMillions of Yen

As of March 31,2007
ASSETS
Current assets:
CashCall loans
Short-term investment securities
Short-term loans receivable
Securities lentSecurities in custody
Securities in deposit
Deferred tax assets
Collateral money for securities borrowed
Other current assets
Allowance for doubtful receivables
Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land
Construction in progress

4,857
130,200
898,761
2,028,633
713,295
161,317
1,114,258
696
1,919,194
30,777(734)
7,001,258

3,558
338
3,315
2
7,215

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

2,740
56
2,796

Investments and other assets:
Investment in securities
In-house loan
Deferred tax assets
Other investments and other assets
Allowance for doubtful receivables

404,884448
4,377
2,234(34)411,909421,921

Total fixed assets
Total Assets

7,423,179

12

Millions of Yen

As of March 31,2007
LIABILITIES AND NET ASSETS
Current liabilities:
Call money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Accrued income taxes
Allowance for bonus (Employees)
Allowance for bonus (Directors & Executive Officers)
Collateral money received for securities lentCollateral securities deposited
Securities borrowed
Securities lent offsetting account
Other current liabilities
Total current liabilities
Non-current liabilities:
Long-term borrowings
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Allowance for employees retirement benefits
Allowance for officers retirement rewards
Other non-current liabilities
Total non-current liabilities

2,191,400
802,530
110,000
96,738
2,945
424
155
1,949,168
1,634,700
349,644
4,525
94,044
7,236,278
60,000
187
98
2,397
593
747
64,024

Total liabilities

7,300,303

Net assets:
Shareholders’ equity:
Common stock
Capital surplus
Retained earnings
Treasury stock

10,0005,181
111,251(456)

Total Shareholders’ equity

125,976

Valuation and translation adjustments:
Net unrealized loss on other securities
Gain on revaluation of land
Total valuation and translation adjustments
Total net assets(3,244)143(3,100)122,876

Total liabilities and net assets

7,423,179

13

CONSOLIDATED STATEMENTS OF INCOME

Millions of Yen

For the year ended March 31,2007
Operating revenues
Operating expenses

43,52324,922

Operating profitGeneral and administrative expenses

18,601
8,959

Operating income
Non-operating revenues:
Interest received and dividends received
Rental fees
Miscellaneous revenue

9,642
110
4793251

Non-operating expenses:
Interest on borrowing
Equity in losses of affiliates
Miscellaneous expenses

1431
13446
9,447

Recurring income
Extraordinary profit:
Reversal of allowance for bad debt
Profit on sale of securities of affiliate

576
9585

Extraordinary loss:
Loss on revision of the gain and loss of prior year
Loss on retirement of non-current assets
Loss on devaluation of investments in securities
Restructuring charges
Dilution loss from changes in equity interest

021892
1,276
1,399
8,633

Income before income taxes
Income taxes
Current
Deferred

4,316
160
4,477

Net income

4,155

14

CONSOLIDATED STATEMENTS OF CHANGED SHAREHOLDERS’ EQUITY(Millions of Yen)
Shareholders’ equity

Balance as of March 31, 2006

Common stock

Capital surplus

Retainedearnings

10,0005,181

109,871

Treasury stock

Total
shareholders’equity(484)124,569

Amount of change(2,583)(2,583)

Bonuses of directors and auditors

(122)

(122)

Net income

4,155

4,155

Increased earnings of spin-off

394

394

Decreased earnings of excluded
consolidated company

(464)

(464)

Dividends

Acquired treasury stock(11)(11)

Decreased treasury stock ofequity method affiliates

3939

Other changes in
non-shareholders’ equity items
during the term (net)Total amount of change
Balance as of March 31, 2007

－－

1,379

27

1,407

10,0005,181

111,251(456)

125,976

Valuation and translation adjustments

Balance as of March 31, 2006

Net unrealized
gain or loss on
securities

Gain onrevaluation ofland

Total valuationand translation
adjustments

Total net assets(5,751)143(5,607)

118,961

Amount of change
Dividends(2,583)

Bonuses of directors and auditors(122)

Net income

4,155

Increased earnings of spin-off

394

Decreased earnings of excluded
consolidated company(464)

Acquired treasury stock(11)

Decreased treasury stock ofequity method affiliates

39

Other changes in
non-shareholders’ equity items
during the term (net)

－

2,506

2,506

2,506

Total amount of change

2,506

－

2,506

3,914

Balance as of March 31, 2007

(3,244)143(3,100)122,876

15