TSE Code 8511
June 2, 2016

To Shareholders
President
Eizo Kobayashi
JAPAN SECURITIES FINANCE CO., LTD.
1-2-10, Nihonbashi-Kayabacho, Chuo-ku, Tokyo, JapanNOTICE OF THE 106th ORDINARY GENERAL MEETING OF SHAREHOLDERS～extract
Dear Shareholders,th

You are hereby advised of the convocation of the 106 Ordinary General Meeting of Shareholders of
the Company, details of which are indicated below.
Meeting.

We hope very much that you will be able to attend thisIn 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 Internetrdsite (http://www.e-sokai.jp) by 5:20 p.m. Japan Standard Time on 23 June, 2016.
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.
Details
1. Date and Time:
2. Venue:th

10:00 a.m. on Friday, 24 June, 2016

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:th

The 106 fiscal year (from Apr. 1, 2015 to Mar. 31, 2016)
Business Report, Consolidated Financial Statements and Report of audits of theconsolidated financial statements by the Independent Auditor and the Board ofAuditors.

Report 2:th

The 106 fiscal year (from Apr. 1, 2015 to Mar. 31, 2016)
Financial Statements.

Items to be resolved:
Agenda 1:

Appropriation of Retained Earnings

Agenda 2:

Election of ten Directors

Agenda 3:

Election of one Auditors

Agenda 4:

Election of one Substitute Auditor

Agenda 5:

Introduction of Performance-based Share Remuneration Plan for Directors

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 considers the long-term, stable return of profits to shareholders to be among its mostimportant management tasks and therefore has a basic guideline of paying dividends according to results
after provisioning the capital and interval reserves that it requires as a financial institution. Concretely, Our
dividend policy is to return profits to shareholders, with the “Consolidated Payout Ratio” of not less thanaround 60%, as a standard that reflects our business performance, but also taking account of the “Dividendon Equity Ratio”.
Following the above basic policy, Company’s year-end dividends will be calculated at 8 yen per share.
Accordingly, annual dividends which include the interim dividends of 8 yen per share will be calculated at 16
yen per share (a 1 yen increase from previous fiscal year).
(1) Type of dividend asset
Cash(2) Allocation of dividend assets and total amount of allocation
8 yen per share of common stock
Total amount of payout: 774,619,304 yen(3) Effective date of dividend payment
June 27, 2016

-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

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

May. 1993

Adviser to Governor of Market Operations
Dept, Bank of Japan (BOJ)

May. 1994

Director-General of Financial and Payment
System Dept., BOJ

Reappointment

１

Minoru Masubuchi(Nov. 3, 1943)

Jul. 1998
Jul. 2002
Jun. 2004
Jun. 2005
Jun. 2006
Jun. 2008
Jun. 2010

Executive Director of BOJ
Standing Adviser of IBM Japan, Ltd.
President of JSF
Director of JSF Trust and Banking Co., Ltd.
Director of Japan Information Processing
Service Co., Ltd.

(to the present)

Director of Nihon Building Co., Ltd.

(to the present)

Director of Tokyo Rope Manufacturing Co., Ltd.
(to the present)

Jun. 2012 Chairperson of JSF【Significant concurrent positions】(to the present)

Director of Nihon Building Co., Ltd.
Director of Japan Information Processing Service Co., Ltd.
Director of Tokyo Rope Manufacturing Co., Ltd.

【Reasons for Nomination as the Candidate】
Minoru Masubuchi filled key posts such as Executive
Director of BOJ, through which he gained abundant insights
and experiences in financial and securities sector. In
addition, he has been involved in the management of thecompany as the President since 2004, as the Chairperson
since 2012. Then the Company selected him as a candidate,believing that he will contribute to its management as a
Director.

-3-

68,700No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

May. 1999

Director-General of Personnel and Corporate
Affairs Dept., BOJ

May. 2000

Director-General of Bank Examination andSurveillance Dept., BOJ

Reappointment
２

Eizo Kobayashi(Sep. 8, 1948)

Jun. 2002
May. 2006
Jul. 2007
May. 2010
Jun. 2010

Executive Director of BOJ
Senior Advisor of Aflac Japan
Vice Chairman of Aflac Japan
Adviser of JSF
Senior Managing Director of JSF, Responsibility for
Risk Management Dept

Jun. 2012
Jun. 2013

President of JSF
President of JSF
Responsibility for Execution of Business,
Responsibility for Audit Dept and Compliance Dept
(to the present)【Significant concurrent positions】
Director of Cross Plus Inc.
Director of Shinhan Bank Japan
Director of Anicom Holdings, Inc.

Auditor of Fujimori Kogyo Corporation, Ltd.
【Reasons for Nomination as the Candidate】
Eizo Kobayashi filled key posts such as Executive Director of
BOJ, through which he gained abundant insights andexperiences in financial and securities sector. In addition, he
has been involved in the execution of our business as the
Director since 2010. Furthermore, he has been involved in
the management of the Company as the President since2012. Then the Company selected him as a candidate,believing that he will contribute to its management as a
Director.

-4-35,800No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

New appointment

Apr. 1977
Jul. 1997
Jul. 2000

Joined Ministry of FinanceDirector-General of Budget Bureau
Manager of Credit System Division, Planningand Coordination Bureau, Financial Services
Agency of Japan

Jul. 2007

Chief of Kinki Local Finance Bureau, Ministryof Finance３

Shunichiro Higuchi(Nov. 2, 1953)

Jul. 2008
Apr. 2011－

President of Policy Research Institute
Visiting

Professor

Cross-CulturalofStudies,

Department
Facultyofof

PolicyStudies, Chuo University (to the present)

Jun. 2012

Executive

Managing

Insurance Company

DirectorofLifenet(to the present)** He is scheduled to retire from the Executive Managing
Director of Lifenet Insurance Company as of June 15, 2016.

【Reasons for Nomination as the Candidate】
Shunichiro Higuchi filled key posts such as President of
Policy Research Institute, through which he gained abundantinsights and experiences in financial and securities sector. In
addition, he has been involved in the execution of Lifenet
Insurance Company as the Director since 2012. Then the
Company selected him as a candidate, believing that he willcontribute to its management as a Director.

-5-

No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

Jan. 2002
Jul. 2006

General Manager of Aomori Branch, BO J
Deputy Director-General of Personnel andCorporate Affairs Dept, BOJ

Reappointment

Apr. 2008

Director-General of Payment and Settlement
Systems Dept, BOJ

４Toshihiro OritateNov. 2009
Jun. 2010(Dec. 6, 1957)

Director-General of Currency Issue Dept, BOJ
Director–General of Personnel and Corporate
Affairs Dept, BOJ

May. 2012
Jun. 2012

Advisor of JSF

14,600Managing Director of JSF
Responsibility

forGeneralAffairs

Dept,

Affairs

Dept,

Accounting Dept and Affiliates

Jun. 2013

Managing Director of JSF
Responsibility

forGeneral

Accounting Dept, Affiliates and International
RelationsJun. 2015

Managing Director of JSF
Responsibility

forGeneralAffairs

Dept,

Accounting Dept, Risk Management Dept,
Affiliates and International Relations(to the present)【Reasons for Nomination as the Candidate】
Toshihiro Oritate, has abundant insights and experiences infinancial and securities sector, has been involved in theexecution of our business since 2012. Then the Company
selected him as a candidate, believing that he will contributeto its management as a Director.

Jul. 2005

Associate

Director-GeneralofFinancial

System and Bank Examination Dept., BOJ

Reappointment

Jun. 2010
Jun. 2011
Jun. 2012

Associate General Manager Planning Dept., OSF

Director and General Manager Planning Dept., OSF
Managing Director and General Manager
Planning Dept. OSF

５Yasufumi Oda(Nov. 6, 1953)

Jun. 2013

Managing Director of JSF, General Manager of
Osaka branch(to the present)【Reasons for Nomination as the Candidate】
Yasufumi Oda has abundant insights and experiences infinancial and securities sector, had been involved in theexecution of Osaka Securities Finance as a Director since2011 and has been involved in the execution of our businesssince 2013. Then the Company selected him as a candidate,believing that he will contribute to its management as a
Director.

-6-

9,543

No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

New appointment

６

Kenji Fukushima(Nov. 28, 1959)

Apr. 1982
Feb. 2008
Jun. 2011

Joined JSF
General Manager of Margin Loan Dept

Executive Officer & General Manager ofInformation Systems Planning Dept
Jun. 2015 Executive Officer & General Manager of Planning Dept
(to the present)【Reasons for Nomination as the Candidate】

27,000Kenji Fukushima has thorough knowledge of our business,has been involved in the execution of our business as an
Executive officer since 2011. Then the Company selected
him as a candidate, believing that he will contribute to its
management as a Director.

New appointment

７

Kazuhiro Maeda(Jul. 30, 1959)

Apr. 1982
Jun. 2007
Jun. 2011

Joined JSF
General Manager of General Affairs Dept

Executive Officer & General Manager of General Affairs Dept
(to the present)【Reasons for Nomination as the Candidate】
Kazuhiro Maeda has thorough knowledge of our business,has been involved in the execution of our business as an
Executive officer since 2011. Then the Company selected
him as a candidate, believing that he will contribute to its
management as a Director.

-7-30,290No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

Reappointment
Candidate for
Outside Director
Candidate for
Independent Director

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
Jun. 2002
Apr. 2003

Honorary Chairman of Nippon Keidanren
Director of JSF(to the present)(to the present)

Director & Senior Adviser / Honorary Chairmanof Nippon Steel Corp.

８

Takashi ImaiJun. 2003(Dec. 23, 1929)

SeniorAdviser(Sodanyaku)

Honorary

Chairman of Nippon Steel Corp.

Jun. 2008

Senior Adviser (Shayuu) / Honorary Chairmanof Nippon Steel Corp.

【Attendance at the BOD meetings】
100％
Number of meetings during
term of appointment：10
Number of attendance：10【Term of office】14 years/(to the present)【Significant concurrent positions】
Director of Nippon Television Holdings, Inc.
Auditor of Nippon Life Insurance Co.
Director of Tokyo Financial Exchange Inc.

【Reasons for Nomination as the Candidate】
The Company expects that Takashi Imai will provide
management supervision and advice to the Company from a
broad perspective based on his abundant knowledge andexperience in business community. The Company selected him
as a candidate based on our judgment that he would make acontribution to the management of the Company as an
Outside Director given that he meets the Criteria for
Independence of Outside Directors set by the Company andis in an objective position, independent of the executive
management of the Company.

【Independence】
He 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.

-8-

4,000

No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

Jun. 2003
Reappointment
Candidate for
Outside Director
Candidate for
Independent Director
９

Tetsuo Mae(Jul. 25, 1945)

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 Presidentof Daiwa Securities Group Inc.

Apr. 2008
Jul. 2010
Jul. 2011
Jun. 2013

Adviser of Daiwa Securities Co., Ltd.
Chairman of Japan Securities Dealers Association
Chairman of Japan Investor Protection Fund
Chairman of NPO-APROSIS (Association for Promoting
Securities Investment and Study)【Attendance at the BOD meetings】
100％
Number of meetings during
term of appointment：10
Number of attendance：10【Term of office】2 years

Jul. 2013(to the present)

Adviser of Daiwa Securities Co., Ltd. (to the present)
AdviserofJapan

Securities

Dealers

Association

Jun. 2014 Director of JSF【Significant concurrent positions】(to the present)

Chairman of NPO-APROSIS【Reasons for Nomination as the Candidate】
The Company expects that Tetsuo Mae will provide
management supervision and advice to the Company from a
broad perspective based on his abundant knowledge andexperience in securities community. The Company selected
him as a candidate based on our judgment that he would make acontribution to the management of the Company as an
Outside Director given that he meets the Criteria for
Independence of Outside Directors set by the Company andis in an objective position, independent of the executive
management of the Company.

【Independence】
He 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.
He concurrently serves as a Chairman of NPO-APROSIS, towhich the Company pays annual charge of 300,000 yen forthis organization as the associate member.

-9-

3,000

No.

Name

Career Summary, Position and Duty

Shares of（Date of birth）(Significant concurrent positions)

JSF owned

Apr. 1993

Professor at Faculty of Human Life and Environmental
Sciences of Ochanomizu University

Apr. 1998
Apr. 2001
Reappointment
Candidate for
Outside Director
Candidate for
Independent Director

Member of the Policy Board, Bank of Japan
Visiting Research Fellow of Japan Center for
Economic ResearchJan. 2002(to the present)

Professor at Faculty of Letters and Education of
Ochanomizu University

Jul. 2005
Mar. 2008

Outside Auditor of Sumitomo Life Insurance Co.
Emeritus professor of Ochanomizu University(to the present)

10

Eiko Shinotsuka(May. 1, 1942)【Attendance at the BOD meetings】
87％
Number of meetings during
term of appointment：8
Number of attendance：7【Term of office】1 year

Apr. 2009 Executive Director of Japan Legal Support Center
Apr. 2010 Commissioners of the National Personnel Authority
May. 2013 Adviser of the National Personnel Authority(to the present)
Jun. 2014 Director of JSF(to the present)【Significant concurrent positions】
Auditor of Komatsu Ltd.

【Reasons for Nomination as the Candidate】
The Company expects that Eiko Shinotsuka will provide
management supervision and advice to the Company basedon her high level of expertise and abundant experience infinance and economics. The Company selected her as a
candidate based on our judgment that she would make acontribution to the management of the Company as an
Outside Director given that she meets the Criteria for
Independence of Outside Directors set by the Company andis in an objective position, independent of the executive
management of the Company.
According to the above-mentioned reasons, we made thedecision that she could adequately carry out her assignment
as one of the Company’s Outside Directors, even though she
has not been directly involved in corporate management
except for acting as an Outside Director.

【Independence】
She 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.

(Note) No candidate has any relationship of special interest with the Company.

- 10 -－

Agenda 3:

Election of one Auditor

As the term of office of one Auditor, Ushio Mizuno, will expire at the conclusion of this Ordinary
General Meeting of Shareholders, the Company proposes the election of one auditor.
The candidate is as listed below.
The consent of the Board of Auditors has been obtained for this proposal.
Name

Career Summary(Significant concurrent positions)(Date of birth)
Apr. 1987

Joined Tokyo Stock Exchange (TSE)

New appointment
Candidate for
Outside Auditor
Candidate for
Independent Director

Jun. 2005

Chief of Public Relations office of General

Shuuya Iimura

Apr. 2016(Feb. 13, 1964)

Shares of
JSF owned

Affairs Dept, TSE
Jun. 2012

Director of Derivatives Dept, TSE

Mar. 2014

Director of Market Planning Dept, Osaka
Stock Exchange
Human Resource Dept, Japan ExchangeGroup【Reasons for Nomination as the Candidate】
The company asks for his election in expectation of his
superior ability to supervise and audit the company basedon his abundant experience and wide knowledge insecurities circles gained in his long services in the Tokyo
Stock Exchange, Inc., and he fulfills the requirements as
Independent Director according to the regulations of theTokyo Stock Exchange.

【Independence】
In the event of the candidate becoming elected, theCompany will register him with the Tokyo Stock Exchange
as Independent Director.
(Note) The Company has no conflict of interest with each candidate.

- 11 -－

Agenda 4:

Election of one Substitute Auditor

At the commencement of this Ordinary General Meeting of Shareholders, the decision of the 105th
Ordinary General Meeting of Shareholders held on June 24th, 2015 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

Career Summary(Significant concurrent positions)(Date of birth)
Apr. 1990

Shares of
JSF owned

Registered Lawyer (Daiichi Tokyo Bar Association)
Joined Okinobu & Ishihara Law Office (currently,

Candidate for
SubstituteOutside Auditor
Candidate for
Independent
Director

Spring Partners)
Jan. 1999

Partner attorney at Spring Partners (to the present)

Jun. 2000

Auditor of Kinkan Co., Ltd.

Apr. 2002

Lecturer at Keio Univ. Faculty of Law.

Jul. 2007

Director of Advise Link Co., Ltd.

Sep. 2007

Auditor of Japan Prime Realty Investment Corp.

(to the present)

Masato Denawa(Feb. 5, 1964)(to the present)(to the present)

Jun. 2008

Substitute Auditor of JSF

Apr. 2009

Lecturer at Keio Law School(to the present)

Apr. 2011

Practicing-Attorney-Professor for Civil Advocacy
at the Legal Training and Research Institute of
the Supreme Court of Japan

Apr. 2013

Practicing-Attorney-Senior Professor for Civil
Advocacy at the Legal Training and ResearchInstitute of the Supreme Court of Japan

Sep. 2014

Lecturer at Keio Law School

Jun. 2015

Auditor of Ichikawa Co.,Ltd(to the present)【Significant concurrent positions】
Auditor of Ichikawa Co.,Ltd【Reasons for Nomination as the Candidate】
The Company asks for his election in expectation of his special
knowledge and abundant experience as a lawyer.

【Independence】
In the event of the candidate becoming elected, uponassumption of office in case that the number of incumbent
auditors provided by laws or regulations becomes insufficient,
the Company will register him with the Tokyo Stock Exchange
as Independent Director.
(Note)The Company has no conflict of interest with a candidate.

- 12 -－

（reference）

Criteria for Independence of Outside Directors
Anyone who meets any of the following criteria, in addition to the independence criteriaprescribed by 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 the execution 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 ofbusiness of that 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
any of (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

- 13 -

Agenda 5:

Introduction of Performance-based Share Remuneration Plan for Directors.

1. Reason of proposal and appropriateness of remunerations, etc.
In this Agenda 5, the Company seeks to introduce Performance-based share remuneration plancalled “Board Benefit Trust (BBT)” (hereinafter “the Plan”) for Directors (other than Outside Directors;
hereinafter the same) and Executive Officers (hereinafter “Directors, etc.”). The purpose of the
proposed introduction of the Plan is to further clarify the linkage between remuneration for Directors,
etc. and share value of JSF, thereby enhancing their awareness of the need to contribute to the efforts
to achieve improved business performance and greater enterprise value in the medium to long term.
JSF has in place Nomination and Remuneration Advisory Committee, a majority of which comprises
outside directors and outside auditors, which serves as an advisory body to the Board of Directors.
Prior to the above-mentioned board meeting resolution to introduce the Plan, this committee
deliberated on the proposal and the Company obtained the views from the committee that the
introduction of the Plan is appropriate.
This proposal is to obtain shareholders’ approval on the amount of remuneration to be paid to
Directors (not including Outside Directors) apart from the amount of remunerations, etc. to Directors(not more than 376 million yen per fiscal year, including 28 million yen for Outside Directors) that wasthapproved at 98 Ordinary General Meeting of Shareholders on June 26, 2008.
If the “Agenda 2: Election of Ten Directors” is approved as proposed above, the number of Directorsof the Company who are target of the Scheme will be seven.
2. Amount and details of remunerations, etc. under the plan.
(1) Outline of the Plan
The Plan is a performance-based share remuneration plan under which JSF’s shares will beacquired through a trust (herein after “the Trust”) using money contributed by JSF and JSF’s sharesand the money equivalent to the market value of JSF’s shares (herein after “the Shares, etc.”) will bedelivered by the Trust to directors and executive officers pursuant to the “Rules for Delivery of Shares
to Directors (herein after “the Rule”)” to be established by the board of directors.
In principle, Any of the Shares, etc. for the Directors and Executive officers will be delivered when
he/she resigns as Director or Executive Officer.
(2) Target of the Plan
Directors (excluding outside directors) and Executive Officers.
(3) Amount of funds JSF will contribute to the Trust
JSF will introduce the Plan for four fiscal years from the one ending at the end of March, 2017 to theone ending at the end of March, 2020 (this period of four fiscal years as well as each subsequent
period of four fiscal years, are hereinafter “Target period”) and for each subsequent Target periods.

In

initial Target period, JSF will contribute up to 80 million yen (including 66 million yen for directors) per
fiscal year, 320 million yen (including 264 million yen for directors) in total, to the Trust as funds toacquire JSF’s shares in advance, for the purpose of delivering them to directors and executive officers
under the Plan.
After the initial Target period, JSF will make an additional contribution to the Trust of up to 320
million yen (including 264 million yen for directors) for each of the Target periods until the terminationof the plan as the funds to acquire JSF’s shares as mentioned above.
Upon such additional contribution, however, if there are JSF’s shares (excluding shares whichcorrespond to the number of points awarded to directors and executive officers, and which have yet to- 14 -

be delivered to them) and money remaining in the trust assets (hereinafter “Remaining shares, etc.”)
on the last day of the Target period immediately preceding the Target period for which JSF intends tomake the additional contribution, the combined total value of the Remaining shares, etc.(the applicablevalue of JSF’s shares will be calculated by the market price on the last day of the preceding Target
period) and the funds to be additionally contributed will be an amount not exceeding the upper limit
approved at the General Meeting of Shareholders.
(4) Method of acquisition of JSF’s shares and number of shares to be acquired
The Trust will acquire JSF’s shares through securities markets or by underwriting of shares of JSF’s
treasury stock disposal.
In the initial Target period, the Trust will acquire JSF’s shares up to 640,000 shares immediately after
the establishment of the Trust. The method of acquisition will be disclosed as the details have been
determined.
(5) Details of the Shares, etc. to be delivered to directors and executive officers
In each fiscal year, JSF will award points (hereinafter “Share points”) to each director and executive
officer, which will be calculated by multiplying the base point awarded according to his/her duties,
responsibilities and other elements by a factor which will vary depending on the level of theconsolidated earnings.
The total number of Share points awarded to directors and executive officers in each fiscal year is up
to 160,000 points* (equivalent to 160,000 shares of the JSF’s ordinary stock). (*including 132,000
points for directors (equivalent to 132,000 shares of the JSF’s ordinary stock))

JSF believes thenumber of points is reasonable, as it is comprehensively determined considering the current payment
level of remuneration for directors and executive officers, the number of directors and executive
officers, and the trend of JSF’s stock price, etc.
Upon the delivery of Shares, etc. to director or executive officer, mentioned in (6) below, 1 Sharepoint will be converted to 1 share of JSF’s ordinary stock.

If, however, the number of JSF’s share isincreased or decreased due to a share split, free allotment of shares, stock consolidation or any otherevent, after the Plan is approved at the OGM, the conversion ratio will be adjusted reasonably
according to the percentage of increase or decrease.
(6) Time to deliver
If a director or executive officer who has resigned meets the beneficiary requirement stipulated in
the Rule, he/she will be able to receive JSF’s shares from the Trust after his/her retirement inproportion to the accumulated number of the Share points rewarded until his/her retirement as director
or executive officer, by taking established procedures to determine the beneficiary.

As for a certain

percentage of JSF’s shares which are supposed to be delivered, if a director or executive officer meets
certain requirements, JSF will pay him/her money equivalent to the market value of such shares,
instead of delivering JSF’s shares.
The Trust may sell a certain number of JSF’s shares for paying money purpose.
(7) Handling of voting rights
To ensure the neutrality of management, no voting rights will be exercised during the trust period in
connection with JSF’s shares which belong to the Trust.
(8) Other details of the Plan
Other details concerning the Plan will be determined by the Board of Directors within the scope of
this Agenda.

- 15 -

CONSOLIDATED BALANCE SHEETSAs of March 31, 2016

Millions of Yen

ASSETS
Current assets:
Cash

266,377

Short-term investments

431,565

Operating loans

567,748

Deferred tax assets

167

Collateral money for securities borrowed
Other current assets

1,025,617
45,122

Allowance for doubtful receivables(236)

Total current assets

2,336,363

Non-current assets:
Tangible non-current assets:
Buildings and structures

2,776

Tools, furniture and fixtures

359

Land

3,264

Leased assets

46

Construction in progress

535
6,982

Intangible non-current assets:
Software538

Software in progress

3,661

Other intangible non-current assets

29
4,229

Investments and other assets:
Investments in securities

900,167In-house loan

55

Fixed operating claims

1,562

Other investments and other assets

1,367

Allowance for doubtful receivables(1,557)
901,595

Total non-current assets

912,806

Total Assets

3,249,170- 16 -

As of March 31, 2016
LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-term borrowings
Commercial paper
Accrued income taxes
Allowance for bonuses (Employees)
Allowance for bonuses (Directors & Executive Officers)
Collateral money received for securities lent
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
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

Millions of Yen

720,900
198,010122,000
297
484
76
1,549,653
452,773
31,2583,075,453

3,000
11,553
74
41
3,382
49
12,859725
31,686

Total liabilities

3,107,139

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

10,00011,470104,668(2,053)

Total shareholders’ equity

124,085

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

27,877(9,248)168(851)
17,944142,030

Total liabilities and net assets

3,249,170- 17 -

CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended March 31, 2016

Millions of Yen

Operating revenues

22,035

Operating expenses

11,537

Operating profit
General and administrative expenses

10,497
7,939

Operating income

2,558

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

651
161
813

Non-operating expenses
Miscellaneous expenses

21
21

Recurring income

3,349

Extraordinary profit－
Extraordinary loss－
Income before income taxes

3,349

Income taxes
Current

458

Deferred245
704

Income before minority interests
Minority interests

2,645
－

Net income

2,645- 18 -

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

Common stock
Balance at April 1, 2015

Additional
paid-in capital

Retainedearnings

Treasury stock

Total
shareholders’equity10,00011,470103,608(114)

124,964

10,00011,470103,608(114)

124,964

Cumulative effects of changes inaccounting policies
Restated balance
Changes arising during the year:
Cash dividends(1,585)(1,585)Net Income

2,645

2,645

Purchase of treasury stock(1,939)(1,939)Net changes other thanshareholders’ equity
－

－

1,060

(1,939)(878)

10,00011,470104,668(2,053)

124,085

Total changes during the year
Balance at March 31, 2016

Accumulated other comprehensive incomeNet
unrealized Deferred gains
gain or loss
or losses onon securities
hedgesBalance at April 1, 2015

Gain on Remeasurements
revaluationof definedof landbenefit plans

Total accumulated
othercomprehensive
income Total net assets

14,787(2,766)163(4)12,180137,145

14,787(2,766)163(4)12,180137,145

Cumulative effects of changes inaccounting policies
Restated balance
Changes arising during the year
Cash dividends(1,585)Net Income

2,645

Purchase of treasury stock(1,939)Net changes other thanshareholders’ equity

13,089(6,481)

4

(847)

5,764

5,764

Total changes during the year

13,089(6,481)

4

(847)

5,764

4,885

27,877(9,248)

168

(851)

17,944142,030

Balance at March 31, 2016

- 19 -

NON-CONSOLIDATED BALANCE SHEETSAs of March 31, 2016

Millions of Yen

ASSETS
Current assets:
Cash

144,704

Short-term investments

350,550

Loan for margin transactions

324,113

Bond financing and General loans

95,046

Other loans

12,500

Deferred tax assets

149

Collateral money for securities borrowed
Other current assets

1,042,837
35,021

Allowance for doubtful receivables(224)

Total current assets

2,004,698

Non-current assets:
Tangible non-current assets:
Buildings and structures

2,225
508

Tools, furniture and fixtures

284

Land

830

Leased assets

46

Construction in progress

556

Intangible non-current assets:
Software

4,113
298

Software in progress

3,786

Other intangible non-current assets

27

Investments and other assets:
Investments in securities

622,295
593,701

Shares in affiliates

26,893

Other investments and other assets

1,700

Allowance for doubtful receivables(1,335)

Total non-current assets

628,633

Total Assets

2,633,332- 20 -

As of March 31, 2016
LIABILITIES AND NET ASSETS
Current liabilities:
Call Money
Short-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
Derivatives liabilities
Other non-current liabilities
Total non-current liabilities

Millions of Yen

640,000
181,500
122,000
188
432
76
24,298
1,508,665
6,699
2,483,861

1,000
7,971
74
2,190
41
4,126
145
15,549Total liabilities

2,499,411

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

10,00011,4705,181
6,289
95,107
2,278
92,8292,030
77,03013,769(2,045)

Total shareholders’ equity

114,532

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

19,690(470)
168
19,387
133,920

Total liabilities and net assets

2,633,332- 21 -

NON-CONSOLIDATED STATEMENTS OF INCOME

For the year ended March 31, 2016

Millions of Yen

Operating revenues

17,798Operating expenses

9,389

Operating profit
General and administrative expenses

8,408
6,721

Operating income

1,686

Non-operating revenues
Interest received and dividends received
Miscellaneous revenues

748
87
836

Non-operating expenses
Miscellaneous expenses

15
15

Recurring income

2,508

Extraordinary profit－
Extraordinary loss－
Income before income taxes

2,508

Income taxes
Current

246

Deferred289
536

Net income

1,971- 22 -

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

Retained earnings
Other retained earnings
Reservefordividends

Specialreserves

Retainedearnings
carriedforward

2,278

2,030

77,03013,383

94,721(106)

116,085

2,278

2,030

77,03013,383

94,721(106)

116,085

Cash dividends(1,585)(1,585)

Net income

1,971

1,971

Balance at April 1, 2015

Commonstock

Additional
paid-in
capitalOther
capitalsurplusTotal
capitalEarnedsurplus reserves

10,000

5,181

6,289

11,47010,000

5,181

6,289

11,470Total
Total
retained Treasury shareholders’earnings
stock
equityCumulative effects of changes inaccounting policies
Restated balance
Changes arising during the year:

Purchase of treasury stock
Net changes other thanshareholders’ equity
Total changes during the year
Balance at March 31, 2016

(1,939)

－

－

－

－

－

－

－

386

386

(1,939)(1,553)

10,000

5,181

6,289

11,470

2,278

2,030

77,03013,76995,107(2,045)

114,532

Valuation and translation adjustments
DeferredGain ongains or revaluation oflosses on
landhedgesTotal valuationand translation
adjustments

Total net assets

11,436501

163

12,101

128,187

11,436501

163

12,101

128,187

Cumulative effects of changes inaccounting policies
Restated balance

1,971(1,939)Net unrealized
gain or loss on
securities
Balance at April 1, 2015

(1,585)

Changes arising during the year:
Cash dividends(1,585)

Net income

1,971

Purchase of treasury stock(1,939)Net changes other thanshareholders’ equity

8,254

(972)

4

7,286

7,286

Total changes during the year

8,254

(972)

4

7,286

5,733

Balance at March 31, 2016

19,690(470)

168

19,387

133,920- 23 -

With regard to the Exercise of Voting Rights via the Internet etc.
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 the Company (http://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” indicated on the proxy voting form and follow the instructions on the screen to register
whether you approve or disapprove of each proposal, and are kindly requested to exercise yourvoting rights on or before 5:20 p.m. (Japan standard time) on Thursday, June 23, 2016.
③ To prevent unauthorized access by parties other than shareholders and the alteration ofshareholder 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 totelecommunication carriers when accessing the website for the exercise of voting rights will beborne by the shareholders.

System Environment for the Exercise of Voting Rights via the Internet
The following system environment is required for the use of the website to exercise voting rights.
(1) Access to the Internet(2) A display monitor with SVGA resolutions 800(W)×600(H) pixels or better.
(3) Internet Explorer® (ver.5.01 SP2 or later is recommended) must be installed as your browser.
(4) The above browser can be used as a hardware environment.
(Internet Explorer® is registered trademark of U.S. Microsoft Corporation)

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 thechoice of an alternative method for exercising voting rights for the Company’s General Meeting of
Shareholders. This is the Electronic Voting Platform for Institutional Investors that is operated by ICJ
Inc. to use this Electronic Voting Platform must be made in advance.

End