TSE Code 8511
June 2 2021

To Shareholders
Director
Representative Executive Officer & President
Shigeki Kushida
JAPAN SECURITIES FINANCE CO., LTD.
1-2-10, Nihonbashi-Kayabacho, Chuo-ku, Tokyo, JapanNOTICE OF THE 111th ORDINARY GENERAL MEETING OF SHAREHOLDERS～extract
Dear Shareholders,
We would like to express our appreciation to you for your continued support and patronage.
You are hereby notified of the 111th Ordinary General Meeting of Shareholders of Japan Securities
Finance Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
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 23 June, 2021.
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.

In order to prevent the spread of COVID-19, shareholders are asked to exercise their voting rights inadvance as much as possible at the General Meeting of Shareholders and to refrain from attending themeeting regardless of their health status.

－1－Details
1 Date and Time:

10:00 a.m. on Thursday, 24th June, 2021

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 111th fiscal year (from Apr. 1, 2020 to Mar. 31, 2021)
Business Report, Consolidated Financial Statements andReport of audits of the consolidated financial statements by
the Independent Auditor and Audit Committee.

Report 2:

The 111th fiscal year (from Apr. 1, 2020 to Mar. 31, 2021)
Financial Statements.

Items to be resolved:
4 Notes on the Execution

Agenda:Election of 5 Directors

Please refer to “ Notes on the Execution of Votes” on page 18of Votes
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 ofdamages arising from the translations.

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

Agenda : Election of five Directors
The term of office of five directors will expire at the conclusion of this Ordinary General Meeting ofShareholders, the Company proposes the election of five directors.
The candidates are as listed below.
[Reference] List of director candidates
If elected at the General Meeting of Shareholders, the five candidates for the Board of Directors (includingone woman) will assume the following positions.
PositionNo.

Name1

Naotaka Obata

2

Shoko Sugino

3

Shuya Iimura

4

Shigeki Kushida

5

Hiroshi Asakura

Nomination
Committee

Chairpersonof the Boardof Directors

Audit
Committee

Chairperson

memberRemuneration
Committee

Chairperson

membermember－3－

Outside Director
Reappointment
Outside Director

Outside Director

membermemberReappointment

Reappointment

Chairperson

memberRemarks

Reappointment
Representative
Executive Officer& President
New appointment
Non-executive
director

No.

Name(Date of birth)

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

Obata Naotaka(Oct. 15, 1944)

Jan. 2004

Gender : Male
Jun. 2004
Reappointment

Jun. 2005
Apr. 2007

Candidate for
Outside Director
Candidate for
Independent Director

Jun. 2010
Jun. 2012
Apr. 2013
Jun. 2018

1Jun. 2019

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 HC
Capital Inc.
Chairman, Mitsubishi HC Capital
Inc.
Advisor, Mitsubishi HC Capital
Inc.
Board member of Japan Pension
ServiceSenior Advisor, Mitsubishi HC
Capital Inc. (to the present)
Director of JSF (to the present)

Number ofCompany
Shares owned―

Term of Office
2 years* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
11 / 11 (100%)
Nomination
Committee
5 / 5 (100%)
Remuneration
Committee
5 / 5 (100%)(Significant concurrent positions)―■ Reasons for Nomination as the Candidate and expected roles

The Company expects that Naotaka Obata will fulfill a sufficient role in highly effective
supervision of our management from an independent and objective standpoint, utilizing his
extensive experience and broad knowledge in the financial industry.
■ Independence

Naotaka Obata is an independent director in accordance with the rule of the Tokyo Stock
Exchange Group, Inc. In the case this proposal is approved at the General Meeting ofShareholders, he will continue to be an independent director.
In addition, there were no transactions between Mitsubishi HC Capital Inc. and us, where
he served as President and Director until June 2010.

－4－No.

Name(Date of birth)

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

Shoko Sugino(Aug. 7, 1945)
Gender : Female

Reappointment

Candidate for
Outside Director
Candidate for
Independent Director

Registered Lawyer
Joined Fujibayashi Law Office
Apr. 1994 Partner attorny at Fujibayashi Law
Office (to the present)
Apr. 1997 Professor for The Legal Training
and Research Institute of Japan
Apr. 2000 Tokyo Family Court Conciliation
Committee Member
Jul. 2005 Environment Dispute Coordination
Commission Member
Mar. 2007 Audit & Supervisory Board Memberof Kitoku Shinryo Co., LTD.
(to the present)
Jun. 2018 Audit & Supervisory Board Memberof Takeei Corp (to the present)
Jun. 2019 Director of JSF (to the present)

Number ofCompany
Shares owned

1,000

Term of Office
2 years* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
11 / 11 (100%)
Nomination
Committee

25 / 5 (100%)(Significant concurrent positions)
Partner attorney at Fujibayashi Law Office

Audit Committee
11 / 11 (100%)
Remuneration
Committee
5 / 5 (100%)

Audit & Supervisory Board member of Kitoku
Shinryo Co., LTD.
Audit & Supervisory Board member of TakeeiCorp.
■ Reasons for Nomination as the Candidate and expected roles
As an attorney at law, Shoko Sugino is a candidate for Outside Director because theCompany expects that she will play a sufficient role in highly effective supervision of ourmanagement from an independent and objective standpoint, utilizing her extensive
experience and broad knowledge in corporate legal affairs. She has never been involved incorporate management other than becoming an Outside Director in the past, but theCompany believes that she is able to properly perform her duties as an Outside Director
for the reasons described above.
■ Independence
Shoko Sugino is an independent director in accordance with the rule of the Tokyo Stock
Exchange Group, Inc. In the case this proposal is approved at the General Meeting ofShareholders, she will continue to be an independent director.

－5－No.

Name(Date of birth)

Shuya Iimura(Feb. 13, 1964)
Gender : Male

Reappointment

Candidate for
Outside Director

Career Summary, Positon and Duty
(Significant concurrent positions)

Number ofCompany
Shares owned

Apr. 1987 Joined Tokyo Stock Exchange(TSE)Jul. 2001 Chief of Public Relations office ofGeneral Affairs Dept, TSE
9,700
Jun. 2010 Director of Derivatives Dept, TSE
Mar. 2014 Director of Market Planning Dept,
Osaka Exchange
Apr. 2016 Human Resouce Dept, Japan
Term of Office
Exchange Group
Jun. 2016 Audit & Supervisory Board memberof JSF
2 years*At
theconclusion ofAug. 2018 Audit & Supervisory Board member
this general meetingof Intellex Co., LTD. (to the present)
Jun. 2019 Director of JSF (to the present)
Attendance
rate

Candidate for
Independent Director

Board of Directors
11 / 11 (100%)
Audit Committee
11 / 11 (100%)3(Significant concurrent positions)Audit & Supervisory Board member of Intellex Co.,LTD.

■ Reasons for Nomination as the Candidate and expected roles
Shuya Iimura is engaged in the monitoring and auditing of our business operations as afull-time Audit & Supervisory Board member until 2019. The Company expects that he willplay a sufficient role in the effective supervision of our management and other mattersfrom an independent and objective standpoint. He has never been involved in corporate
management other than becoming an Outside Director in the past, but the Company
believes that he is able to properly perform his duties as an Outside Director for thereasons described above.
■ Independence
He is an independent director pursuant to the rules and regulations of the Tokyo Stock
Exchange.In the case this proposal is approved at the General Meeting of Shareholders,
he will continue to be an independent director.

－6－No.

Name(Date of birth)

Shigeki Kushida(Jun. 8, 1958)
Gender : Male

Reappointment

Career Summary, Positon and Duty
(Significant concurrent positions)May. 2008 Deputy Director-General ofPersonnel and Corporate Affairs
Dept (Personnel Management).,
BOJ
Mar. 2009 Director-General of Personnel andCorporate Affairs Dept., BOJJun. 2010 Director-General of Monetary
Affairs Dept., BOJ
May. 2011 General Manager of Nagoya
Branch, BOJ
May. 2013 Executive Director of BOJ
Apr. 2017 Senior Advisor of Aflac Japan
May. 2019 Advisor of JSF
Jun. 2019 Director of JSF (to the present)
Representative Executive Officer &President of JSF (to the present)4(Significant concurrent positions)
Director of Denso Corp.

Number ofCompany
Shares owned

9,100

Term of Office
2 years* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
11 / 11 (100%)
Nomination
Committee
5 / 5 (100%)
Remuneration
Committee
5 / 5 (100%)■ Reasons for Nomination as the Candidate

Shigeki Kushida filled key posts such as Executive Director of BOJ, through which hegained abundant insights and experiences in financial and securities sector. In addition, hehas been involved in the management of the Company as Representative Executive
Officer & President since 2019. Then the Company selected him as a candidate, believingthat he will contribute to its management as a Director.

－7－No.

Name(Date of birth)

Hiroshi Asakura(Nov. 1, 1955)
Gender : MaleNew appointment

5Career Summary, Positon and Duty
(Significant concurrent positions)Apr. 1978 Joined JSF
Jun. 2002 General Manager of Planning Dept.
Jun. 2005 General Manager of Margin Loan
Dept.
Jun. 2006 Corporate Officer & General
Manager of Margin Loan Dept.
Feb. 2008 Corporate Officer & General
Manager of Loan Dept.
Jun. 2009 Managing Director of JSF
Jun. 2013 Seneior Managing Director of JSF(retired on Jun. 2016)
Jun. 2016 President of Nihon Building Co.,
LTD. (to the present)** He is scheduled to retire from the President ofNihon Building Co., LTD in June, 2021
(Significant concurrent positions)

Number ofCompany
Shares owned

49,500Term of Office―Attendance
rate――■ Reasons for Nomination as the Candidate and expected roles
Hiroshi Asakura has thorough knowledge of our business and has experience in ourmanagement as a director until 2016. Then the Company selected him as a candidate,believing that he will contribute 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 Naotaka Obata, Shoko Sugino, Shuya Iimura liability-limiting
agreements as prescribed in Article 423, Paragraph 1 of the Companies Act pursuant to the provisionsof Article 427, Paragraph 1 of said Act, and set an upper limit of the liability for damages under said
agreement to the minimum amount of 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 Hiroshi
Asakura.
3. Attendance rate covers the meetings that were held after each candidate took office as a director.
4. The company has concluded a directors and officers liability insurance agreement (the “D&Oinsurance agreement”) with an insurance company as prescribed in Article 430 - 3 of the Companies
Act, designating directors, executive officers, corporate officer & general managers, and otherimportant employees as the insureds. The D&O insurance agreement will cover damage that may be
incurred by the insured as a result of assuming responsibility for the execution of their duties orreceiving claims related to the pursuit of such responsibility. However, there are exemptions, such as
not being covered for any damage caused by intention. In the event that each candidate is elected
and assumes the office of Director, he or she will be insured under the D&O insurance agreement.
The Company also plans to renew the D&O insurance agreement with the same content at the timeof the next renewal.

－8－（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 ofvoting 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－9－CONSOLIDATED BALANCE SHEETSAs of March 31, 2021

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

1,421,557
2,500
42,967
1,116,353
3,001,856
5,325,571
255,387(693)

Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
LandConstruction in progress

11,165,499

2,142
246
3,264
72
5,727

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

1,386
348
15
1,750

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

935,3440107
27,906(107)963,251

Total non-current assets
Total Assets

970,729
12,136,229－10－

As of March 31, 2021

Millions of Yen

LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Collateral money received for securities lent
Accrued income taxes
Reserve for bonuses
Reserve for bonuses to directors
Borrowed money from trust account
Other current liabilities
Total current liabilities

1,706,600
137,594
613,000
4,191,808
4,028,703
990
459
118
1,143,462
149,514
11,972,251

Non-current liabilities:
Long-term Borrowings
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Stock benefits accrued
Liabilities for retirement and severance benefit
Asset retirement obligationsDerivative liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities

3,000
8,498
74231
123
54
16,212616
28,811
12,001,062

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

10,0008,878
113,133(2,407)
Total shareholders’ equity

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
Total accumulated other comprehensive income
Total net assets

129,604

22,432(16,978)
168
(59)
5,562
135,166

Total liabilities and net assets

12,136,229－11－CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended March 31, 2021

Millions of Yen

Operating revenues
Operating expenses
Operating profit
General and administrative expenses

30,92418,01812,906
8,129

Operating income

4,777

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

441
437
878

Non-operating expenses
Miscellaneous expenses

97
97

Recurring income

5,558

Extraordinary profit
Gain on sales of investment securities

4343

Income before income taxes
Income taxes
Current
Deferred

5,601
1,853
(222)
1,630

Income before minority interests
Minority interests

3,971
－

Net income

3,971

－12－

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Millions of Yen
Shareholders’ equity
Common stock
Balance at April 1, 2020

Additional
paid-in capital

10,000Retained earnings

11,325

Treasury stock

Total shareholders’equity(4,865)

127,653

111,193

Changes arising during the year:
Cash dividends(2,031)(2,031)Net Income

3,971

3,971

Purchase of treasury stock

(0)

(0)

Retirement of treasury stock(49)61

12Cancellation of treasury stock(2,396)

2,396－

Net changes other than shareholders’equity－(2,446)

1,940

2,458

1,951

10,0008,878

113,133(2,407)

129,604

Total changes during the year
Balance at March 31, 2021

Accumulated other comprehensive income
Net unrealized Deferred gains orGain ongain or loss onlosses on revaluation ofsecurities
hedgesland
Balance at April 1, 2020

20,277(20,308)

168

Remeasurementsof defined
benefit plans(1,102)

Total accumulated
other comprehensiveincome(965)

Total net assets126,687

Changes arising during the year
Cash dividends(2,031)Net Income

3,971

Purchase of treasury stock(0)

Retirement of treasury stock

12

Cancellation of treasury stock－Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2021

2,154

3,330

－

1,042

6,527

6,527

2,154

3,330

－

1,042

6,527

8,479

22,432(16,978)

168

(59)

5,562

135,166－13－

NON-CONSOLIDATED BALANCE SHEETSAs of March 31, 2021

Millions of Yen

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

1,125,470
39,048320,01343,48325,0003,001,856
5,402,777
246,180(632)

Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land
Construction in progress

10,203,198

398
211
830
53
1,494

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

1,297
13
1,311

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

451,025
26,89327,274(107)
505,086

Total non-current assets
Total Assets

507,892
10,711,091－14－

As of March 31, 2021

Millions of Yen

LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Commercial paper
Payables under repurchase agreements
Collateral money received for securities lent
Reserve for bonuses
Reserve for bonuses to directors
Collateral money received for margin transactions
Other current liabilities
Total current liabilities

1,506,600
92,084
613,000
4,191,808
4,021,950
389
118
132,499
14,527
10,572,979

Non-current liabilities:
Deferred tax liabilities
Deferred tax liabilities for land revaluation
Stock benefits accrued
Other non-current liabilities
Total non-current liabilities
Total liabilities

6,205
74231
9,735
16,247
10,589,227

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 dividendsSpecial reserve
Retained earnings carried forward
Treasury stock
Total shareholders’ equity
Valuation and translation adjustments
Net unrealized gain on other securities
Deferred Gain or Loss on Hedges
Gain on revaluation of land
Total valuation and translation
adjustments
Total net assets

10,000
8,878
5,181
3,697
99,424
2,278
97,146
2,030
77,03018,086(2,399)115,904

17,300(11,507)
168
5,960
121,864

Total liabilities and net assets

10,711,091－15－

NON-CONSOLIDATED STATEMENTS OF INCOME

For the year ended March 31, 2021

Millions of YenOperating revenues
Operating expenses
Operating profit
General and administrative expenses

27,55017,647
9,903
6,990

Operating income

2,912

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

1,634
34
1,668

Non-operating expenses
Miscellaneous expenses

9696

Recurring income

4,484

Extraordinary profit or loss－－
Income before income taxes
Income taxes
Current
Deferred

4,484
1,099
(125)
974

Net income

3,509

－16－

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

Retained earningsOther retained earnings

Balance at April 1, 2020

Commonstock

Additional
paid-in
capitalOther
capitalsurplusTotal
capital Earned Reserve forsurplus reserves
dividends

Specialreserves

Retainedearnings
carriedforwardTotal
retainedearnings

Treasury
stock

Total
shareholders’equity10,000

5,181

6,144

11,32577,03016,60897,946(4,857)

114,414(2,031)(2,031)(2,031)

3,509

3,509

3,509

2,278

2,030

Changes arising during the year:

Cash dividends
Net income
Purchase of treasury stock

(0)

(0)

Retirement of treasury stock(49)

(49)

6112

Cancellation of treasury stock
Net changes other thanshareholders’ equity
Total changes during the year

(2,396)(2,396)2,396－

Balance at March 31, 2021－－

(2,446)(2,446)

－－－

1,478

1,478

2,458

1,489

10,000

5,181

3,697

8,878

2,278

2,030

77,03018,08699,424(2,399)115,904

Valuation and translation adjustments

Balance at April 1, 2020

Net unrealized
gain or loss on
securities

Deferred gains
or losses onhedges

13,668(10,408)

Gain onrevaluation ofland
168

Total valuation andtranslationadjustments
3,428

Total net assets
117,842

Changes arising during the year:

Cash dividends(2,031)

Net income

3,509

Purchase of treasury stock(0)

Retirement of treasury stock

12

Cancellation of treasury stock－

Net changes other thanshareholders’ equity

3,631(1,098)

－

2,532

2,532

Total changes during the year

3,631

(1,098)

－

2,532

4,022

Balance at March 31, 2021

17,300(11,507)

168

5,960

121,864－17－

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 amobile 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 Wednesday, June 23, 2021.
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 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－18－