TSE Code 8511
June 3, 2014

To Shareholders
President
Eizo Kobayashi
JAPAN SECURITIES FINANCE CO., LTD.
1-2-10, Nihonbashi-Kayabacho, Chuo-ku, Tokyo, JapanNOTICE OF THE 104th ORDINARY GENERAL MEETING OF SHAREHOLDERS～extract
Dear Shareholders,
You are hereby advised of the convocation of the 104th Ordinary General Meeting of Shareholders of
the Company, 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, and indicate yourapproval or disapproval of the proposals on the enclosed document, then return it or vote on the Internet
site (http://www.e-sokai.jp) by 5:20 p.m. Japan Standard Time on 24th June, 2014.
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, ADP's Proxy Edge voting platform.
Details
1. Date and Time:
2. Venue:

10:00 a.m. on Wednesday, 25th June, 2014

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 104th fiscal year (from Apr. 1, 2013 to Mar. 31, 2014)
Business Report, Consolidated Financial Statements and Report of audits of theconsolidated financial statements by the Independent Auditor and the Board ofAuditors.
Report 2:

The 104th fiscal year (from Apr. 1, 2013 to Mar. 31, 2014)
Financial Statements.

Items to be resolved:
Agenda 1: Appropriation of Retained Earnings
Agenda 2: Election of ten Directors
Agenda 3: Election of one Substitute Auditor
Note: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 proposes the appropriation of retained earnings in the following manner.
Year-end dividend
The Company determines the rate of dividend in accordance with the company’s dividend policy for
distributing dividend by taking account of its financial results, while considering its shareholders' equity andappropriate internal reserves as a financial institution.
With respect to dividends for the term, in consideration of the company’s dividend policy, Company’s
year-end dividends will be calculated at 7 yen per share. Accordingly, annual dividends which include theinterim dividends of 7 yen per share will be calculated at 14 yen per share.
(1) Type of dividend asset
Cash(2) Allocation of dividend assets and total amount of allocation
7 yen per share of common stock
Total amount of payout: 751,085,867 yen(3) Effective date of dividend payment
June 26, 2014-2-

Agenda 2:

Election of ten Directors

As the term of office of ten directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders, the Company proposes the election of ten directors.
The candidates are as listed below.
No.

Name
(Date of birth)

Brief personal history &Significant concurrent positions

Shares of
JSF owned

1

Minoru Masubuchi(Nov. 3, 1943)

May 1993

Adviser to Governor of Market Operations
Dept, Bank of Japan (BOJ)
Director-General of Financial and Payment
May 1994
System Dept., BOJ
Executive Director of BOJ
Jul. 1998
Standing Adviser of IBM Japan, Ltd.
Jul. 2002
President of JSF
Jun. 2004
Director of JSF Trust and Banking Co., Ltd.
Jun. 2005
Director of Japan Information Processing
Jun. 2006
Service Co., Ltd.
(to the present)
Jun. 2008
Director of Nihon Building Co., Ltd. (to the present)
Jun. 2010
Director of Tokyo Rope Manufacturing Co.,Ltd.
(to the present)
Jun. 2012
Chairperson of JSF(to the present)(Significant concurrent positions)- Director of Nihon Building Co., Ltd.
- Director of Japan Information Processing Service Co., Ltd.
- Director of Tokyo Rope Manufacturing Co., Ltd.

58,5002

Takao Hotta(Jan. 1, 1946)

Jul. 1997

17,203

Secretary-General of the Executive Bureau, Securities
and Exchange Surveillance Commission
Jul. 1998
Director-General of the Mint Bureau. Ministry of FinanceJul. 1999
Senior Director of Tokyo Financial Exchange Inc.
Jun. 2003
Executive Deputy President of Japan
Tobacco Inc.(JT)
Jun. 2005
Representative Director-Executive Deputy
President of JT
May 2007
Advisor of Osaka Securities Finance
Company, Ltd. (OSF)
Jun. 2007
President of OSF
Jun. 2011
Auditor of Mazda Motor Corporation, Ltd.
(to the present)
Jul. 2013
Vice Chairperson of JSF(to the present)(Significant concurrent positions)- Auditor of Mazda Motor Corporation, Ltd.

-3-

No.

Name
(Date of birth)

Brief personal history &Significant concurrent positions

Shares of
JSF owned

Director-General of Personnel and Corporate
Affairs Dept., BOJ
Director-General of Bank Examination and
May 2000
Surveillance Dept., BOJ
Executive Director of BOJ
Jun. 2002
Senior Advisor of Aflac JapanMay 2006
Vice Chairman of Aflac Japan
Jul. 2007
Adviser of JSF
May 2010
Jun. 2010
Senior Managing Director of JSF, Responsibility
for Risk Management Dept
Jun. 2012
President of JSF,
Jun. 2013
President of JSF
Responsibility for Execution of Business,
Responsibility for Audit Dept and ComplianceDept(to the present)(Significant concurrent positions)- Director of Cross Plus Inc.
- Director of Shinhan Bank Japan- Director of Anicom Holdings, Inc.

24,900Joined JSF
General Manager of Planning Dept
General Manager of Margin Loan Dept
Executive Officer & General Manager ofMargin Loan Dept
Director of JBIS Holdings, Inc.
Executive Officer & General Manager of Loan DeptManaging Director of JSF
Responsibility for Treasury Dept, Margin
Loan Dept and Loan Dept
Auditor of Japan Information Processing
Service Co., Ltd.
Senior Managing Director of JSF
Responsibility for Treasury Dept, Margin
Loan Dept and Loan Dept
Senior Managing Director of JSF
Responsibility for Treasury Dept, Margin
Loan Dept, Institutional Sales Dept andRetail Business Dept
(to the present)

37,7003

Eizo Kobayashi(Sep. 8, 1948)

May 1999

4

Hiroshi Asakura(Nov. 1, 1955)

Apr. 1978
Jun. 2002
Jun. 2005
Jun. 2006
Oct. 2006
Feb. 2008
Jun. 2009

Jun. 2011
Jun. 2013

Jul. 2013

-4-

No.
5

Name
(Date of birth)
Yasufumi Oda(Nov. 6, 1953)

Brief personal history &Significant concurrent positions
Jul. 2005
Jun. 2010
Jun. 2011
Jun. 2012
Jun. 20136

Toshihiro Oritate(Dec. 6, 1957)

Jan. 2002
Jul. 2006
Apr. 2008
Nov. 2009
Jun. 2010
May. 2012
Jun. 2012

Jun. 20137

Toshihiko Ishide(Nov. 17, 1958)

Apr. 1981
Jun. 2006
Jun. 2008
Jun. 2009
Jun. 2013

Shares of
JSF owned

Associate Director-General of Financial
System and Bank Examination Dept., BOJ
Associate General Manager Planning Dept., OSF
Director and General Manager Planning
Dept., OSF
Managing Director and General Manager
Planning Dept. OSF
Managing Director of JSF, General Manager
of Osaka branch(to the present)

3,143

General Manager of Aomori Branch, BOJ
Deputy Director-General of Personnel andCorporate Affairs Dept, BOJ
Director-General of Payment and Settlement
Systems Dept, BOJ
Director-General of Currency Issue Dept, BOJ
Director–General of Personnel and Corporate
Affairs Dept, BOJ
Advisor of JSF
Managing Director of JSF
Responsibility for General Affairs Dept,
Accounting Dept and Affiliates
Managing Director of JSF
Responsibility for General Affairs Dept,
Accounting Dept, Affiliates and International
Relations(to the present)

8,300

Joined JSF
General Manager of Bond Trading Dept
General Manager of Treasury Dept
Executive Officer & General Manager ofTreasury Dept.
(to the present)
Managing Director, Responsibility for Risk
Management Dept, Planning Dept, Settlement &Custody Dept and Information Systems Planning
Dept(to the present)

34,500

-5-

No.

Name
(Date of birth)

Brief personal history &Significant concurrent positions

Shares of
JSF owned

8

Takashi Imai
(Dec. 23, 1929)

Jun. 1993
Apr. 1998
May 1998

President of Nippon Steel Corp.
Chairman of Nippon Steel Corp.
Chairman of Nippon Keidanren (Japan
Business Federation)
May 2002
Honorary Chairman of Nippon Keidanren (to the present)
Jun. 2002
Director of JSF(to the present)
Apr. 2003
Director & Senior Adviser / Honorary
Chairman of Nippon Steel Corp.
Jun. 2003
Senior Adviser (Sodanyaku) / Honorary
Chairman of Nippon Steel Corp.
Jun. 2008
Senior Adviser (Shayuu) / Honorary
Chairman of Nippon Steel Corp. (to the present)(Significant concurrent positions)- Director of Nippon Television Holdings, Inc.
- Auditor of Nippon Life Insurance Co.
- Director of Tokyo Financial Exchange Inc.

4,000

9

Akira Kanno(Dec. 1, 1932)

Dec. 1986
May 1992
May 1994

55,300

Apr. 1999
Jun. 2003
Dec. 2004
Jun. 2013

Executive Director of BOJ
Deputy Governor of Export-Import Bank of Japan
Vice-Chairman & Senior Managing Governor ofFederation of Bankers Associations of Japan
Vice-Chairman & Senior Managing Governor ofJapanese Bankers Association (renamed)
Director of JSF(to the present)
Chairman of Japan Electric Power Exchange
Auditor of eREX Co.,Ltd.
(to the present)(Significant concurrent positions)- Auditor of eREX Co.,Ltd.
＊
10

Tetsuo Mae(Jul. 25, 1945)

Jun. 2003

Deputy President of Daiwa Securities Co., Ltd. &Executive Officer of Daiwa Securities Group Inc.
Jun. 2004
Deputy President of Daiwa Securities Co., Ltd. &Director & Corporate Executive Officer, Deputy
President of Daiwa Securities Group Inc.
Apr. 2008
Adviser of Daiwa Securities Co., Ltd.
Jul. 2010
Chairman of Japan Securities Dealers Association
Jul. 2011
Chairman of Japan Investor Protection Fund
Jun. 2013
Chairman of NPO-APROSIS (Association for Promoting
Securities Investment and Study) (to the present)
Jul. 2013
Adviser of Daiwa Securities Co., Ltd.
(to the present)
Adviser of Japan Securities Dealers Association(to the present)(Significant concurrent positions)- Chairman of NPO-APROSIS-6-―

Note 1:
Note 2:
Note 3:Note 4:

Person shown with asterisk (*) is a new candidate of Directors.
The Company has no conflict of interest with each candidate.
Takashi Imai, Akira Kanno and Tetsuo Mae are candidates for outside directors.
Reasons for recommending them as candidates for outside directors are as follows.
(1) Takashi Imai is nominated in the expectation of his abundant experience and wide
knowledge in economic circles as well as his objective standpoint which is independent fromexecutive directors. He has been our outside director since June 2002 and acted for 12
years at the conclusion of this meeting.
(2) Akira Kanno is nominated in the expectation of his abundant experience and wide knowledge
in financial circles as well as his objective standpoint which is independent from executive
directors. He has been our outside director since June 2003 and acted for 11 years at theconclusion of this meeting.
(3) Tetsuo Mae is nominated in the expectation of his abundant experience and wide knowledge
in securities circles as well as his objective standpoint which is independent from executive
directors. He also holds the post of the chairman of NPO-APROSIS. The Company pays
annual charge of 300,000 yen for this organization as the associate member.
Note 5: Takashi Imai and Akira Kanno are Independent Directors as defined by the Tokyo Stock
Exchange. If Takashi Imai, Akira Kanno and Tetsuo Mae elected as proposed, Takashi Imaiand Akira Kanno will continue to be Independent Directors, Tetsuo Mae will be a new
Independent Director.

-7-

Agenda 3:

Election of one Substitute Auditor

At the commencement of this Ordinary General Meeting of Shareholders, the decision of the 103rd
Ordinary General Meeting of Shareholders held on June 26th, 2013 to elect Masato Denawa as Substitute
Auditor will expire. Accordingly, the Company proposes the reappointment of Masato Denawa as
Substitute Auditor in order to provide for the possible case scenario in which the number of incumbent
auditors provided by laws or regulations becomes insufficient.
The candidate is as listed below.
The consent of the Board of Auditors has been obtained for this proposal.
Name(Date of birth)
Masato Denawa(Feb. 5, 1964)

Brief personal history &Significant concurrent positions
Apr. 1990

Jan. 1999
Jun. 2000
Apr. 2002
Jul. 2007
Sep. 2007
Jun. 2008
Apr. 2009
Apr. 2011

Apr. 2013

Registered
Lawyer(DaiichiTokyo
Bar
Association)
Joined Okinobu & Ishihara Law Office (currently,
Spring Partners)
Partner attorney at Spring Partners (to the present)
Auditor of Kinkan Co., Ltd.
(to the present)
Lecturer at Keio Univ. Faculty of Law.
Director of Advise Link Co., Ltd. (to the present)
Auditor of Japan Prime Realty Investment Corp.
(to the present)
Substitute Auditor of JSF(to the present)
Lecturer at Keio Law School
Practicing-Attorney-Professor for Civil Advocacy
at the Legal Training and Research Institute of
the Supreme Court of Japan
Practicing-Attorney-Senior Professor for Civil
Advocacy at the Legal Training and ResearchInstitute of the Supreme Court of Japan

Shares of
JSF owned―

Note 1: The Company has no conflict of interest with a candidate.
Note 2: Masato Denawa is a candidate for substitute outside auditor.
The Company asks for his election in expectation of his special knowledge and abundant
experience as a lawyer.

-8-

CONSOLIDATED BALANCE SHEETSAs of March 31, 2014

Millions of Yen

ASSETS
Current assets:
Cash
Short-term investments
Short-term loans receivable
Deferred tax assets
Collateral money for securities borrowed
Other current assets
Allowance for doubtful receivables
Total current assets

93,069408,571
897,825525
1,303,154
6,105
(369)
2,708,883

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

3,124
399
3,264
197
2
6,988

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

713
315
25
1,054

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

1,196,822
158
3,017
439
(2,975)
1,197,462

Total non-current assets

1,205,505

Total Assets

3,914,388-9-

As of March 31, 2014
LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Current portion of Long-term borrowings
Commercial paper
Accrued income taxes
Allowance for bonuses (Employees)
Allowance for bonuses (Directors & Executive Officers)
Collateral money received for securities lent
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
Liabilities for retirement and severance benefit
Asset retirement obligations
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets:
Shareholders’ equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders’ equity

Millions of Yen

1,596,600
506,5103,000
429,000131
480
56
1,185,725
45,911
3,767,416

3,000
4,059
86
55
3,031
47
597
866
11,744
3,779,160

10,00016,026
101,595(16)
127,606

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- 10 -

8,346
(597)
155
(282)
7,621
135,227
3,914,388

CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended March 31, 2014

Millions of Yen

Operating revenues
Operating expenses

19,566
8,747

Operating profit
General and administrative expenses

10,818
8,249

Operating income

2,568

Non-operating revenues
Interest received and dividends received
Equity in gains of affiliates
Rental fees
Gain on investment in investment partnership
Miscellaneous revenues

206
179
96
32
36
550

Non-operating expenses
Interest expenses
Miscellaneous expenses

00

Recurring income

0
3,119

Extraordinary profit
Gain on negative goodwill
Gain on transfer of business

4,405
6
4,411

Extraordinary loss
Loss on retirement of non-current assets
Loss on sale of investments in securities
Merger expenses
Branch transfer expenses
Retirement benefit expenses

29
0
55
525
198
809

Income before income taxes
Income taxes
Current
Deferred

6,721
254
255
510

Income before minority interests
Minority interests

6,211
‐

Net income

6,211- 11 -

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Millions of Yen
Shareholders’ equity

Common stock
Balance at April 1, 2013

Additional
paid-in capital

10,000Retainedearnings

Treasury stock

Total
shareholders’equity(515)

111,453

96,787

5,181

Changes arising during the year:(1,402)

Cash dividends(1,402)

6,211

Net Income
Increase by merger

6,211

10,845

10,845Purchase of treasury stock

(5)

(5)

Disposal of treasury shares

504

504

Net changes other thanshareholders’ equity－

Total changes during the year
Balance at March 31, 2014

10,00010,845

4,808

499

16,152

16,026

101,595(16)

127,606

Accumulated other comprehensive income

Balance at April 1, 2013

Net
unrealized
gain or loss
on securities

Deferred loss
on hedges

Gain onrevaluationof landAccumulated
amount foradjustment
retirement andseverance benefit

Total accumulated
othercomprehensive
income

7,845

(864)

155

－

7,137

Total net assets
118,590

Changes arising during the year
Cash dividends(1,402)Net Income

6,211

Increase by merger

10,845Purchase of treasury stock(5)

Disposal of treasury shares504

Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2014

266

－

(282)

484

500

266

－

(282)

484

16,636

8,346

(597)

155

(282)

7,621

135,227500- 12 -

484

NON-CONSOLIDATED BALANCE SHEETSAs of March 31, 2014

Millions of Yen

ASSETS
Current assets:
Cash
Call loans
Short-term investments
Loan for margin transactions
Bond financing and General loans
Other loans
Prepaid expenses
Deferred tax assets
Collateral money for securities borrowed
Accrued revenue
Other current assets
Allowance for doubtful receivables
Total current assets

65,04020,000270,656
601,206
201,076
32,50045429
1,303,154
1,209
3,084
(330)
2,498,071

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

1,938
582
329
830
196

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

838
503
312
23

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

723,050
695,438
26,8932,007
720(2,007)

Total non-current assets

725,827

Total Assets

3,223,899- 13 -

As of March 31, 2014
LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Current portion of Long-term borrowings
Commercial paper
Accrued income taxes
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
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
Total liabilities
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
Gain on revaluation of land
Total valuation and translation adjustments
Total net assets
Total liabilities and net assets- 14 -

Millions of Yen

1,142,600
321,480
3,000
429,000
29
428
56
24,474
1,165,709
1,012
3,087,791

3,000
3,015
86
2,602
43
290
9,038
3,096,829

10,00016,026
5,181
10,84593,986
2,278
91,7082,030
77,03012,648(7)
120,006

6,908
155
7,064
127,070
3,223,899

NON-CONSOLIDATED STATEMENTS OF INCOME

For the year ended March 31, 2014

Millions of Yen

Operating revenues
Operating expenses

16,392
7,513

Operating profit
General and administrative expenses

8,878
6,925

Operating income

1,952

Non-operating revenues
Interest received and dividends received
Rental fees
Miscellaneous revenues

297
96
26
420

Non-operating expenses
Miscellaneous expenses

0

Recurring income

0
2,373

Extraordinary profit
Gain on negative goodwill

4,405
4,405

Extraordinary loss
Loss on retirement of non-current assets
Loss on sale of investments in securities
Merger expenses
Branch transfer expenses
Retirement benefit expenses

13
0
55
525
198
794

Income before income taxes
Income taxes
Current
Deferred

5,984
69
222
291

Net income

5,692- 15 -

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

Retained earnings
Other retained earnings

Commonstock
Balance at April 1, 2013

Additional
paid-in
capitalOther
capitalsurplus

5,181

－

Total
capitalEarnedsurplus reserves
5,181

2,278

Reservefordividends

Specialreserves

Retainedearnings
carriedforward

2,030

77,0308,358

89,696(1,402)(1,402)(1,402)

5,692

5,692

5,692

Total
Total
retained Treasury shareholders’earnings
stock
equity(506)

104,371

Changes arising during the year:
Cash dividends
Net income
Increase by merger

10,845

10,845

10,845Purchase of treasury stock

(5)

(5)

Disposal of treasury shares
Net changes other thanshareholders’ equity

504

504

Total changes during the year
Balance at March 31, 2014－－

10,845

10,845

－

－

－

4,290

4,290

499

15,63410,0005,181

10,84516,026

2,278

2,030

77,03012,64893,986(7)

120,006

Valuation and translation adjustments
Net unrealized
Gain ongain or loss on revaluation of
securities
land
Balance at April 1, 2013

6,783

155

Total valuationand translation
adjustments
6,939

Total net assets
111,310

Changes arising during the year:
Cash dividends(1,402)

Net income

5,692

Increase by merger

10,845Purchase of treasury stock(5)

Disposal of treasury shares504

Net changes other than

124

－

124

124

Total changes during the year

124

－

124

15,759Balance at March 31, 2014

6,908

155

7,064

127,070

shareholders’ equity- 16 -