TSE Code 8511
June 1, 2020

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 110th 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 110th 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 22 June, 2020.
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 the new type of coronavirus, shareholders are asked to exercise theirvoting rights in advance as much as possible at the General Meeting of Shareholders and to refrain from
attending the meeting regardless of their health status.

－1－

Details

1 Date and Time:

10:00 a.m. on Tuesday, 23th June, 2020

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 110th fiscal year (from Apr. 1, 2019 to Mar. 31, 2020)
Business Report, Consolidated Financial Statements andReport of audits of the consolidated financial statements by
the Independent Auditor and Audit Committee.

Report 2:

The 110th fiscal year (from Apr. 1, 2019 to Mar. 31, 2020)
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 18

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 : Election of five Directors
The term of office of five directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders, the Company proposes the election of five directors.
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 Kushida

5

Hiroshi Nasuno

Nomination
Committee

Chairpersonof the Boardof Directors

Audit
Committee

Chairperson

Chairperson

memberRemuneration
Committee

membermember－3－

Outside Director
Reappointment
Outside Director

Outside Director

membermemberReappointment

Reappointment

Chairperson

memberRemarks

Reappointment
Representative
Executive Officer& President
Reappointment
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

1
Jun. 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 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
Senior Advisor, Mitsubishi UFJ
Lease & Finance Company Limited(to the present)
Director of JSF (to the present)

Number ofCompany
Shares owned―

Term of Office
1 year* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
8 / 8 (100%)
Remuneration
Committee
2 / 2 (100%)
Nomination
Committee
2 / 2 (100%)(Significant concurrent positions)―■Reason for Nomination as the Candidate
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 of
Shareholders, he will continue to be an independent director.
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.

－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

400

Term of Office
1 year* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
8 / 8 (100%)
Remuneration
Committee

2

2 / 2 (100%)
Nomination
Committee(Significant concurrent positions)
2 / 2 (100%)Partner attorney at Fujibayashi Law Office
Audit & Supervisory Board member of Kitoku
Audit Committee
Shinryo Co., LTD.
8 / 8 (100%)
Audit & Supervisory Board member of Takeei
Corp.
■Reason for Nomination as the Candidate
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 of
Shareholders, 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
7,400
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
1 year*At
theconclusion ofAug. 2018 Audit & Supervisory Board member
thisgeneralmeetingof Intellex Co., LTD. (to the present)
Jun. 2019 Director of JSF (to the present)
Attendance
rate

Candidate for
Independent Director

Board of Directors
8 / 8 (100%)

Audit Committee
8 / 8 (100%)3(Significant concurrent positions)Audit & Supervisory Board member of Intellex Co.,LTD.

■Reason for Nomination as the Candidate
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 of
Personnel and Corporate Affairs
Dept (Personnel Management).,
BOJ
Mar. 2009 Director-General of Personnel andCorporate Affairs Dept., BOJ
Jun. 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)

Number ofCompany
Shares owned

3,300

Term of Office
1 year* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
8 / 8 (100%)

4

Remuneration
Committee
2 / 2 (100%)

Nomination(Significant concurrent positions)
Director of Denso Corp.

Committee
2 / 2 (100%)■Reason 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, he
has 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 Nasuno(Jan. 12, 1950)
Gender : Male

Reappointment

Career Summary, Positon and Duty
(Significant concurrent positions)Apr. 1973 Joined JSF
Jun. 2000 General Manager of Securities
Custody Dept.
Jun. 2002 General Manager of Settlement &Custody Dept.
Jun. 2005 Director & General Manager of
Accounting Dept.
Jun. 2006 Corporate Officer & General
Manager of Accounting Dept.
Jun. 2007 Managing Director of JSF
Jun. 2012 Seneior Managing Director of JSF(retired on Jun. 2013)
Jun. 2013 President of Nihon Building Co.,
(retired on Jun. 2016)
Jun. 2019 Director of JSF (to the present)

Number ofCompany
Shares owned

40,000Term of Office
1 year* At the conclusion ofthis general meeting

Attendancerate
Board of Directors
8 / 8 (100%)

5

Audit Committee
8 / 8 (100%)(Significant concurrent positions)―■Reason for Nomination as the Candidate
Hiroshi Nasuno has thorough knowledge of our business and has experience in ourmanagement as a director until 2013. 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, Hiroshi Nasuno
liability-limiting agreements 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 fordamages under said agreement to the minimum amount of liability for damages set forth in Article 425,
Paragraph 1 of said Act.
3. Attendance rate covers the meetings that were held during the fiscal year under review and after theCompany converted to a Company with Nominating Committee, etc., in June 2019.

－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 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

－9－

CONSOLIDATED BALANCE SHEETSAs of March 31, 2020
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
Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land

Millions of Yen

1,299,935
75,00068,292
687,679
2,747,396
3,877,826
259,805(662)
9,015,273

2,221
313
3,264
5,799

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

2,366
24
15
2,407

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

790,182
1
148
831
(148)
791,014

Total non-current assets
Total Assets

799,2219,814,494－10－

As of March 31, 2019
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
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 obligations
Derivative liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities

Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock

Millions of Yen

1,176,795
101,473
366,000
3,923,414
3,104,029
662
494
120
869,488
106,112
9,648,590

3,000
5,463
74
185
1,439
53
28,385615
39,216
9,687,807

Net assets:

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
Total liabilities and net assets－11－

10,00011,325111,193(4,865)
127,653

20,277(20,308)168(1,102)(965)
126,6879,814,494

CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended March 31, 2020
Operating revenues
Operating expenses
Operating profit
General and administrative expenses
Operating income
Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

Millions of Yen

29,101
16,835
12,266
8,136
4,129

417
365
783

Non-operating expenses
Miscellaneous expenses

18
18

Recurring income

4,894

Extraordinary loss
Loss on sales of investment securities

36
36

Income before income taxes
Income taxes
Current
Deferred

4,857
1,259
41
1,301

Income before minority interests
Minority interests

3,556
－

Net income

3,556

－12－

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Millions of Yen
Shareholders’ equity
Common stock
Balance at April 1, 2019

Additional
paid-in capital

10,000Retained earnings

Treasury stock

Total shareholders’equity(4,382)

126,631

109,687

11,325

Changes arising during the year:
Cash dividends(2,050)Net Income

3,556(2,050)
3,556

Purchase of treasury stock
Retirement of treasury stock

(0)

(506)

(506)

23

23

Net changes other than shareholders’equity－Total changes during the year
Balance at March 31, 2020

10,000

(0)

1,505

(483)

1,021

11,325111,193(4,865)

127,653

Accumulated other comprehensive income
Net unrealized Deferred gains orGain ongain or loss onlosses on revaluation of
securities
hedgesland
Balance at April 1, 201929,171(14,133)

168

Remeasurementsof defined
benefit plans(1,044)

Total accumulated
other comprehensive
income14,161

Total net assets
140,793

Changes arising during the year
Cash dividends(2,050)Net Income

3,556

Purchase of treasury stock(506)

Retirement of treasury stock23

Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2020

(8,893)(6,175)－(58)(15,127)(15,127)(8,893)(6,175)－(58)(15,127)(14,105)

20,277(20,308)168(1,102)(965)

126,687－13－

NON-CONSOLIDATED BALANCE SHEETSAs of March 31, 2020
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
Total current assets
Non-current assets:
Tangible non-current assets:
Buildings and structures
Tools, furniture and fixtures
Land

Millions of Yen

1,146,118
63,080189,194
32,08418,5002,747,396
3,948,303
241,750(415)
8,386,014

411
277
830
1,519

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

2,290
13
14
2,318

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

418,304
26,893
1,387(148)
446,437

Total non-current assets
Total Assets

450,275
8,836,290－14－

As of March 31, 2020
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

Millions of Yen

1,138,395
96,993366,000
3,923,414
3,073,804
429
120
93,591
4,062
8,696,811

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

2,833
74
185
18,543
21,636
8,718,448

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
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
adjustments
Total net assets
Total liabilities and net assets

and

－15－

10,00011,325
5,181
6,144
97,946
2,278
95,6682,030
77,03016,608(4,857)
114,414translation

13,668(10,408)
168
3,428
117,8428,836,290

NON-CONSOLIDATED STATEMENTS OF INCOME

For the year ended March 31, 2020
Operating revenues
Operating expenses
Operating profit
General and administrative expenses
Operating income
Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

Millions of Yen

25,383
15,725
9,657
6,746
2,911

506
31
538

Non-operating expenses
Miscellaneous expenses

17
17

Recurring income

3,432

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

3,432
690
252
942

Net income

2,490

－16－

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

Retained earnings
Other retained earnings

Balance at April 1, 2019

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

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

114,458(2,050)(2,050)

2,490

2,490

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, 2020

(0)

(0)

23

23

(0)

(0)

－

－

－

439

439

(483)

(44)

10,000

5,181

6,144

11,325

2,278

2,030

77,03016,60897,946(4,857)

114,414

Net unrealized
gain or loss on
securities

Deferred gains
or losses onhedges

20,846(4,810)Gain onrevaluation of
land
168

Total valuation andtranslation
adjustments
16,204

Total net assets
130,662

Cash dividends(2,050)Net income

2,490

Purchase of treasury stock(506)

Retirement of treasury stock23(7,178)(5,598)－(12,776)(12,776)

Total changes during the year

(7,178)(5,598)－(12,776)(12,820)

Balance at March 31, 2020

13,668(10,408)

168

3,428

117,842

shareholders’ equity

(506)

－

Changes arising during the year:

Net changes other than

2,490
(506)

－

Valuation and translation adjustments

Balance at April 1, 2019

(2,050)－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 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 22, 2020.
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－18－