June 6, 2005
To Shareholders
Notice of the 95th Ordinary General Meeting of Shareholders 〜extract
Dear Sir/Madam:
You are hereby advised of the convocation of the 95th Ordinary General Meeting ofShareholders of the Company, details of which are indicated below. We hope very much that you
will be able to attend this Meeting.
If you are unable to attend, you may exercise your voting rights in writing. To do so,
you are kindly asked to return to the Company the enclosed card, with your seal properly
affixed, indicating your agreement or disagreement with the proposed resolutions, after
reading the attached information.
Details
1. Date and Time: June 28 (Tuesday), 2005 at 10:00 a.m.
2. Place: Japan Securities Finance Co., Ltd., Conference Room,
2-10 Nihombashi Kayaba-cho 1-chome, Chuo-ku, Tokyo
3. Agenda for Discussion:
Matters to be Presented
Item 1: Reports on the Business Report, the Balance Sheets as of March 31, 2005, andthe Statementsof Income for the 95th Term（from April 1, 2004 to March 31, 2005）
Item 2: Reports on the Consolidated Balance Sheets as of March 31, 2005, theConsolidated Statementsof Income for the 95th Term（from April 1, 2004 to March31, 2005）and the Auditors’ Report by the Independent Auditors and the Board ofAuditors
Matters to be Resolved
Item 1: Approval of the Plan for Appropriation of Retained Earnings for the 95th term
Item 2: Partial Amendments to the Articles of Incorporation
Item 3: Election of Twelve Directors
Item 4: Payment of Retirement Allowances to Retiring Directors

Very truly yours,
Minoru Masubuchi
President
Japan Securities Finance Co., Ltd.
2-10 Nihombashi Kayaba-cho 1-chome, Chuo-ku, Tokyo
This English version is not a legally accurate translation of the original Japanese text.

Reference Materials for the 95th Ordinary General Meeting of Shareholders
1. Total Number of Voting Rights of All Shareholders

96,473

2. Explanation of the Agenda and Reference Materials
Item 1: Approval of the Plan for Appropriation of Retained Earnings for the 95th Term
The plan for the appropriation of retained earnings for the 95th term is proposed asindicated on page 12 of the attached document.
With respect to dividends for the term, we have determined the rate of dividends inaccordance with the corporate policy for distributing a stable rate of dividends.

Under a newpolicy to determine the rate of dividends by taking account of business performance, whilefulfilling requirements of capital base and retained earnings as a financial company, and inview of dramatically better business results than those of the last term, we propose to
distribute the dividends at the rate of ¥14 per share (¥7 increase over the last term).

Item 2: Partial Amendments to the Articles of Incorporation(Summary of proposal and Reasons for amendment)①

Pursuant to the transfer of the over-the-counter securities market provided by theJapan Securities Dealers Association to the securities exchange market provided by
Jasdaq Securities Exchange, it is proposed that Purposes and Scope of Incorporationprescribed in Article 2 of the present Articles of Incorporation be amended.

②In order to deal flexibly with expected demand for capital in the future, it is proposedthat the Total Number of Shares to be Issued and Acquisition of the Company’s Own
Shares prescribed in Article 5 of the present Articles of Incorporation be amended.

③In order to enhance the opportunities for shareholders to receive profits, it is proposedthat an interim dividend system be introduced and that Articles 34 and 35 of the present
Articles of Incorporation be amended.

2The contents of the amendments are as follows:(Amendments indicated by underlined text)
Present Articles
Proposed Amendments
Chapter Ⅰ General Provisions
Chapter Ⅰ General Provisions
Article 2. (Purposes and Scope of Article 2. (Purposes and Scope ofIncorporation)
Incorporation)
The Company shall be organized for theThe Company shall be organized for thepurposes of operating the following purposes of operating the following
businesses:
businesses:
1) To lend the necessary cash or securities 1) To lend the necessary cash or securities
for the settlement of the margin
for the settlement of the margintransactions, etc. through the clearing
transactions, etc. through the clearing
systems of the exchange securities market
systems of the exchange securities market
provided by each securities exchange inprovided by each securities exchange inTokyo, Sapporo or Fukuoka, or through theTokyo, Sapporo, Fukuoka, or Jasdaq;
clearing systems of the over-the-countersecurities market provided by Japan 2) 〜 9)
(No Change)
Securities Dealers Association;2) 〜 9)(Omitted)

Chapter Ⅱ

Chapter Ⅱ

Capital Stock

Capital Stock

Article 5. (Total Number of Shares to be
Issued and Acquisition of the Company’sOwn Shares)
The total number of shares of the capitalstock to be issued by the Company shall be
200,000,000. In case the Company retires its
own shares, however, this number of sharesshall be reduced by the full amount of theretirement.
The Company may buy back its own shares
after a decision by the board of directors, inaccordance with the provisions of Article 211-3,
Paragraph 1, Item 2, of the Commercial Code.

Article 5. (Total Number of Shares to be Issuedand Acquisition of the Company’s OwnShares)
The total number of shares of the capitalstock to be issued by the Company shall be
152,195,000. In case the Company retires its
own shares, however, this number of sharesshall be reduced by the full amount of theretirement.
The Company may buy back its own shares
after a decision by the board of directors, inaccordance with the provisions of Article 211-3,
Paragraph 1, Item 2, of the Commercial Code.

3

Present Articles
Chapter Ⅵ Accounting

Proposed Amendments
Chapter Ⅵ Accounting

Article 34. (Appropriation of Retained Earnings)
The retained earnings of each business yearof the Company shall be appropriated by thedecisions of the general meetings ofshareholders, unless otherwise provided inlaws or ordinances.

(Deleted)

Article 34. (Payment of Dividends)
Shareholders’ dividends shall be paid to theshareholders or pledgees who are entered orelectrically recorded on the list of theCompany’s shareholders and beneficiaries asof March 31 of each year.
In accordance with the provisions of Article
293-5 of the Commercial Code, the Company
may distribute money (hereinafter referred to as“interim dividend”), to the shareholders orpledgees who are entered or electronicallyrecorded on the list of the Company’s
shareholders
andbeneficiaries
asof
September 30 of each year, following a decisionby the board of directors.

Article 35. (Payment of Dividends)
Shareholders’ dividends shall be paid to theshareholders or pledgees who are entered orelectrically recorded on the list of theCompany’s shareholders and beneficiaries asof March 31 of each year.

(Newly Stipulated)

Article 35. (Exclusion of Dividends)
If a shareholder has not collected dividend
If a shareholder has not collected dividendpayments for more than three years from the and interim dividend payments for more thandate on which payment begins, the Company three years from the date on which payment
shall be exempted from liability for payment.
begins, the Company shall be exempted fromliability for payment.

4

Item 3: Election of Twelve Directors
The term of office of twelve Directors will expire at the end of the present Ordinary
General Meeting of Shareholders. Therefore, twelve new Directors are to be elected and thecandidates are as listed below.
No.
1Name(Date of Birth)
Kunio Kojima(Dec. 15, 1937)2Minoru Masubuchi(Nov. 3, 1943)

3

Hiroshi Saito(Apr. 13, 1947)

4

Hisao Harada(Jul. 28, 1943)

Brief Personal History &Representation of Other Companies
Director-General of Market Operations Dept.,
May 1989
BOJ
Director-General of Policy Planning Dept.,
May 1990
BOJ
Executive Director of BOJ
Feb. 1992
Adviser of the Industrial Bank of Japan, Ltd.
Aug. 1996
President of the Company
June 1998
Director of Mitsui O. S. K. Lines, Ltd.
June 2003(to the present)
Chairman of the Company (to the present)
June 2004
Director of Nihon Building Co.,Ltd.
June 2004(to the present)
General Manager of Kagoshima Branch, BOJFeb. 1988
Adviser to the Governor of Market Operations
June 1993
Dept., BOJ
Director-General of Financial and Payment
May 1994
System Dept., BOJ
Executive Director of BOJ
July 1998
Standing Adviser of IBM Japan, Ltd.
July 2002
President of the Company (to the present)
June 2004
Deputy Governor of Aomori Prefecture
July 1993
Superintendent of the Nagoya Customs
July 1995
Deputy Director-General’s Secretariat for theJuly 1997
National Land Agency
Superintendent of the Tokyo Customs
July 1999
Executive Director of Japan Regional
July 2000
Development Corp.
Executive Vice President of the Company
June 2004(to the present)
Joined the Company
Apr. 1966Deputy General Manager of Planning Dept.
Nov. 1989
General Manager of Planning Dept.
June 1994
Director & General Manager of Planning
June 1997
Dept.
Managing Director of the Company
June 2000(to the present)

5Shares of
JSF Owned

22,000

1,000

1,000

12,000

5

Sadamu Shimomura(Aug. 31, 1947)

Apr. 1970
Oct. 1995
Jun. 1998
June 2000
June 2002

6

Yasuhisa Hashimoto(Feb. 27, 1951)

May 1996
May 1998
Feb. 2002
May 2003

7Akira Onoda(Mar. 28, 1949)

8

Hiroshi Nasuno(Jan. 12, 1950)

Feb. 2005
May 2005
Apr. 1971
June 1996
June 1999
Jan. 2000
June 2000
June 2002
Apr. 1973
June 1998
June 2000
June 2002

9Yukitaka Yoshida(Dec. 14, 1950)

Apr. 1975
May 1999
June 2003

10Takashi Imai
(Dec. 23, 1929)

June 1993
Apr. 1998
May 1998
May 2002
June 2002
Apr. 2003
June 2003

Joined the Company
Deputy General Manager of Planning Dept.
General Manager of Loan Supervision Dept.
General Manager of Bond Trading Dept.
Director & General Manager of Margin Loan
Dept. of the Company (to the present)
General Manager of Naha Branch, BOJ
Director-General, Senior Secretary to theGovernor of BOJ
Director-General of Secretariat of thePolicy Board Dept., BOJ
Director-General of Currency Issue Dept.,
BOJ
Personal and Corporate Affairs Dept., BOJ
Adviser of the Company (to the present)
Joined the Company
Deputy General Manager of Planning Dept.
Councilor of Planning Dept.
General Manager of Secretariat
General Manager of General Affairs Dept.
Director & General Manager of General
Affairs Dept. (to the present)
Joined the Company
Deputy General Manager of Treasury Dept.
General Manager of Securities Custody
Dept.
General Manager of Settlement & CustodyDept. (to the present)
Joined the Company
Deputy General Manager of Margin Loan
Dept.
General Manager of Loan Dept. (to thepresent)
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 the Company (to the present)
Director & Senior Advisor / Honorary
Chairman of Nippon Steel Corp.
Senior Advisor / Honorary Chairman ofNippon Steel Corp. (to the present)

68,000-16,3004,000-

4,000

7,000Executive Director of BOJ
Deputy Governor of Export-Import Bank ofJapan
Vice-Chairman & Senior Managing Governor
May 1994of the Federation of Bankers Associations ofJapan
Vice-Chairman & Senior Managing Governor
Apr. 1999
of the Japanese Bankers Association(renamed)
Director of the Company (to the present)
June 2003
Chairman of the Board of Directors of Japan
Dec. 2004
Electric Power Exchange (to the present)
Dec. 1986
Vice President of Daiwa Securities Co., Ltd.
12 Eiichiro Okumoto(Mar. 4, 1934)
June 1989
Advisor of Daiwa Computer Service Co., Ltd.
Aug. 1989
President of Daiwa Institute of Research Ltd.
Oct. 1996
Chairman of Daiwa Institute of Research Ltd.
June 2000
Standing Adviser of Daiwa Institute of
Research Ltd.
July 2000
Chairman of Japan Securities Dealers
Association
June 2004
Adviser of Daiwa Institute of Research Ltd.
(to the present)
June 2004
Director of the Company (to the present)
Note 1: The Company has no conflict of interest with each candidate.
Note 2: Mr. Takashi Imai, Mr. Akira Kanno and Mr. Eiichiro Okumoto are candidates for outside
corporate directors as provided for in Article 188, Paragraph 2, Item 7-2 of Commercial Code.
11Akira Kanno(Dec. 1, 1932)

Dec. 1986
May 1992

7

Item 4: Payment of Retirement Allowances to Retiring Directors

In recognition of their distinguished performance while serving the Company, we
propose to pay retirement allowances to Mr. Tasuku Horiguchi, Mr. Yoshiyuki Kazama and Mr.
Jyunji Kato who will resign as Director at the end of this Meeting. We request that theamount of money, time and method of payment be determined by the board of directors
within appropriate limitation in accordance with the Company’s prescribed standards.
The following is a brief history of the retiring directors.
NameTasuku Horiguchi
Yoshiyuki Kazama
Jyunji Kato

June 1998
June 2002
June 2000
June 2002
June 2002

Brief History
Managing Director of the Company
Senior Managing Director of the Company (to the present)
Director of the Company
Managing Director of the Company (to the present)
Director of the Company (to the present)8

Non-consolidated Balance Sheets
ASSETSAs of March 31
Current assets
CashSecurities
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
Fixed assets
Tangible fixed assets
Buildings and structures
Accumulated depreciation
Machinery, equipment and vehicles
Accumulated depreciation
Tools, furniture and fixtures
Accumulated depreciation
Land
Construction in progress
Intangible fixed assets
SoftwareFacility utilization rights
Investments, etc.
Investments in securities
Investments in capital
Guaranty money deposited
In-house loan
Deferred income taxes
Deferred income taxes for land revaluation
Other investments and other assets
Allowance for doubtful receivables
Total Assets

2005¥5,734,196
4,695
1,082,274
1,386,619
2,042
45,592
5,578
593,7132,300
8,526
255,467
955,998
23
708
1,386,872
927
3,997(1,142)357,376
2,144
2,526(1,527)−−961(704)
890
−
4,286
4,267
18
350,944
349,883
61
314
423
267
−44(50)¥6,091,572

9(In millions of Yen)
2004
¥4,811,569
3,456
701,944
1,100,666
3,098
56,0085,815
605,283
31,4003,141
374,761
757,591
19
632
1,163,927
1,254
3,500
(931)
505,475
2,299
2,549(1,496)
0(0)
988
(700)
956
2
3,938
3,917
20
499,236
493,883
61
385
378
4,525
882(87)¥5,317,044

LIABILITIES AND STOCKHOLDERS’ EQUITYAs of March 31
Current liabilities
Call money
Bills soldShort-term borrowings
Commercial paper
Borrowings on Gensaki transaction
Accrued income taxes
Accrued expenses
Allowance for bonus
Collateral money received for margin transactions
Collateral money received for securities lent
Deposit received from foundations
Other deposit received
Collateral securities deposited
Securities borrowed
Securities lent offsetting account
Advanced received profit
Other current liabilities
Fixed liabilities
Long-term borrowings
Deferred income taxes of revaluation
Allowance for employees retirement benefits
Allowance for officers retirement rewards
Total Liabilities
Capital stock
Capital surplus
Capital reserve
Retained earnings
Earned surplus reserveReserve for dividends
General reserve
Unappropriated retained earnings
Gains on revaluation reserve for land
Gains on revaluation of other securities
Treasury stock
Total Stockholders’ Equity

2005¥5,986,456
968,800
700,700
387,830
172,000
26,697847
190
410
56,762
1,843,585
2,114
197
1,386,619
423,565
5,820
37
10,277
5,589
2,500
103
2,549
436
5,992,045
10,0005,181
5,181
82,7642,278
2,030
72,430
6,026
150
1,476
(46)
99,526

Total Liabilities and Stockholders’ Equity¥6,091,572

10(In millions of Yen)
2004
¥5,223,185
836,000
360,400
286,230
210,000
82,265
1,239
147
394
72,056
1,523,275
3,297
1,381
1,100,666
671,510−48
74,272
3,065
−
−
2,646
418
5,226,250
10,0005,181
5,18180,2782,278
2,030
72,4303,540(13)(4,651)(0)90,794¥5,317,044

Non-consolidated Statements of Income

For the year ended March 31
Operating revenues and expenses:
Operating revenues
Interest on loans
Interest on collateral money for securities borrowed
Fees earned
Fees on lending securities
Other
Operating expenses
Interest on borrowing
Interest on commercial paper
Fees payable
Fees on borrowing securities
Other
General and administrative expenses
Operating income
Non-operating revenues and expenses:
Non-operating revenues
Interest received and dividends received
Miscellaneous revenue
Non-operating expenses
Miscellaneous expenses
Ordinary income
Extraordinary profit and loss:
Extraordinary profit
Profit on sale of fixed assets
Profit on sale of investments in securities
Dividend in liquidation of Tokyo Securities Welfare Association
Extraordinary loss
Loss on prior year adjustment
Loss on sale of fixed assets
Loss on retirement of fixed assets
Loss on disposal of fixed assets
Loss on sale of investments in securities
Income before income taxes
Corporate, residence and enterprise taxes
Adjustment for corporate tax
Net incomeSurplus brought forward from previous term
Reversal of revaluation reserve for land
Costs for retirement of own shares
Unappropriated retained earnings at the end of term

11

(In millions of Yen)
2004

2005
¥24,070
7,690
1,150
727
10,762
3,738
20,437
875
27
756
7,629
3,751
7,397
3,632

¥21,880
5,030
1,423
752
9,806
4,868
19,764
633
31
612
7,330
4,2686,888
2,116

1,139
1,021
118
00
4,771

571
455
115
88
2,678

279
1234
43
347
0
16
330
−
−
4,703
1,214
88
3,400
2,789(163)
−
6,026

337−
337
−
15−
−
−
10
4
3,000
1,583(368)
1,786
2,841
−
(1,088)3,540

Retained Earnings(Unit Yen)
Item
Unappropriated retained earnings at the end of term
Proposed appropriation is as follows:
Dividends (¥14.00 per share)
Bonus to directors
Bonus to auditors
Other reserve
Retained earnings to be carried forward

12Amount
6,026,575,105
1,394,884,918
52,290,000
11,880,000
1,800,000,000
2,767,520,187

Consolidated Balance Sheets
ASSETSAs of March 31
Current assets
Cash
Call loans
Notes and accounts receivable-trade
Short-term investment Securities
Inventories
Short-term loans receivable
Securities lent
Securities in custody
Securities in deposit
Deferred tax assets
Collateral money for securities borrowed
Other current assets
Allowance for doubtful receivables
Fixed assets
Tangible fixed assets
Buildings and structures
Tools, furniture and fixtures
Land
Other tangible fixed assets
Intangible fixed assets
Software
Other intangible fixed assets
Investments, etc.
Investment in securities
In-house loan
Deferred income taxes
Other investments and other assets
Allowance for doubtful receivables
Total Assets

13(In millions of Yen)
2005
¥7,810,626
95,955136,000
592
1,085,894
13
2,528,075
604,539
255,467
955,998
1,014
2,031,907
116,485(1,318)1,419,347
6,973
3,281
522
3,063
106
4,454
4,359
95
1,407,918
1,397,824
424
450
9,270
(50)
¥9,229,973

LIABILITIES AND STOCKHOLDERS’ EQUITY(In millions of Yen)
As of March 312005¥9,087,032
Current liabilities
112
Accounts payable-trade
1,410,200
Call money
2,135,100
Bills sold
959,820
Short-term borrowings
172,000
Commercial paper
26,697
Borrowings on Gensaki transaction
160,256
Arrearages
2,962
Accrued income taxes
602
Allowance for bonus
2,328,595
Collateral money received for securities lent
1,386,619
Collateral securities deposited
423,565
Securities borrowed
5,820
Securities lent offsetting account74,679Other current liabilities
16,603Fixed liabilities
2,500
Long-term borrowings
224
Deferred income taxes
103
Deferred income taxes of revaluation
3,386
Allowance for employees retirement benefits
766
Allowance for officers retirement rewards
9,622
Other fixed liabilities
Total Liabilities
Minority interest
Capital stock
Capital surplus
Retained earnings
Gains for revaluation of land
Gains from revaluation of other securities
Treasury stock
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity

14

9,103,636−
10,0005,181
107,473
150
3,784
(252)
126,337¥9,229,973

Consolidated Statements of Income

For the year ended March 31
Operating revenues and expenses:
Operating revenues
Interest on loans
Interest on collateral money for securities borrowed
Fees on lending securities
Other
Operating expenses
Interest on borrowing
Interest on commercial paper
Fees on borrowing securities
Other
General and administrative expenses
Operating income
Non-operating revenues and expenses:
Non-operating revenues
Interest received and dividends received
Rent
Miscellaneous revenue
Non-operating expenses
Interest on borrowing
Equity in losses of affiliates
Miscellaneous expenses
Ordinary income
Extraordinary profit and loss:
Extraordinary profit
Profit on sale of fixed assets
Profit on sale of investments in securities
Dividend in liquidation of Tokyo Securities Welfare Association
Extraordinary loss
Loss on prior year adjustment
Loss on sale of fixed assets
Loss on retirement of fixed assets
Income before income taxes
Corporate, residence and enterprise taxes
Adjustment for corporate tax
Net income

15(In millions of Yen)
2005
¥36,145
8,758
1,177
11,044
15,16425,996
1,512
27
7,615
7,274
9,566
10,149
215
69
94
51
784
4
777
2
9,579
279
2234
43
354
0
16
337
9,505
4,022
(37)
5,519