These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code: 8562)
June 5, 2018
To Shareholders with Voting Rights:
Hideharu Morikawa
Director and President
THE FUKUSHIMA BANK, LTD.
2-5 Banseicho, Fukushima City,
Fukushima, JapanNOTICE OF CONVOCATION OF
THE 152ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 152nd Annual General Meeting of Shareholders of THE
FUKUSHIMA BANK, LTD. (the “Bank”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter) andexercise your voting rights by 5:00 p.m. on Wednesday, June 20, 2018.
1. Date and Time:Thursday, June 21, 2018 at 10:00 a.m. Japan time

2. Place:

Large Hall, Basement, Head Office of the Bank
2-5 Banseicho, Fukushima City, Fukushima, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Non-consolidated Financial Statements for the
Bank’s 152nd Fiscal Year (from April 1, 2017 to March 31, 2018)
2. Consolidated Financial Statements for the Bank’s 152nd Fiscal Year (from
April 1, 2017 to March 31, 2018) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven (7) Directors

1

4. Exercise of Voting Rights:(1) Exercise of Voting Rights in Writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it so that it is received by 5:00 p.m. on Wednesday, June 20, 2018 Japan time.
(2) Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)
Please access the Bank’s designated voting website (https://www.e-sokai.jp/) using the “Voting Rights
Exercise Code” and “Password” enclosed with the Voting Rights Exercise Form, follow the instructions on
the voting website, and indicate your vote for or against the proposals by 5:00 p.m. on Wednesday, June 20,
2018. Please confirm the “Instructions for Exercise of Voting Rights via the Internet” on pages 35 to 36(Japanese version only) when voting via the Internet.
(3) Handling of Duplicate Voting
If you vote both in writing (via mail) on the Voting Rights Exercise Form and via the Bank’s designatedvoting website on the Internet, only your vote placed via the Internet will be valid, regardless of the datethe vote arrives.
In addition, if you submit your vote multiple times via the Internet, only the last vote will be valid.
End◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception deskof the Bank’s head office on the day of the meeting for confirmation.
◎ Any updates to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements and Consolidated Financial Statements will be
posted on the Bank’s website (http://www.fukushimabank.co.jp/).
◎ Of the documents needed to be attached to this notice of convocation, “8. Systems to Ensure theAppropriateness of Business and Operational Status of the Systems” in the Business Report, the Notes to
the Non-consolidated Financial Statements and the Notes to the Consolidated Financial Statements are, in
accordance with laws and regulations as well as Article 15 of the Articles of Incorporation of the Bank,
posted on the Bank’s website (http://www.fukushimabank.co.jp/) and are therefore not included with thisdocument. As a result, the attached documents of this notice of convocation are a subset of the Business
Report, the Non-consolidated Financial Statements and Consolidated Financial Statements audited by the
Accounting Auditor during preparation of the Independent Auditor’s Report, Non-consolidated Financial
Statements, and Consolidated Financial Statements audited by Audit & Supervisory Board Members
during preparation of the Audit Report.
◎ Semiformal dress code will be implemented on the day of the meeting, and as such we would like to ask
shareholders to follow the same dress code when attending.

2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Regarding the business results for the fiscal year under review, as described in the Business Report(available in Japanese only), the Bank has posted a loss regrettably.
Taking into consideration future business development, in accordance with Article 452 of the Companies
Act, part of general reserves will be reduced to compensate for the loss for the fiscal year under review.
(1) Item and amount of surplus to be decreased
Other retained earnings (general reserves)
4,000,000,000 yen(2) Item and amount of surplus to be increased
Other retained earnings (retained earnings brought forward)
4,000,000,000 yen

3Proposal No. 2: Election of Seven (7) Directors
The terms of office of all eight (8) Directors will expire at the conclusion of this Annual General Meetingof Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates for Director are as follows:
No.

Name

Current positions and responsibilities at the Bank

1

[New candidate]

Takahiro Kato

Advisor2[Reappointment]

Akinori Sato

Director and General Manager, Planning Headquarters

3[Reappointment]

Takashi Yanai

Director and General Manager, Administrative
Headquarters

4[New candidate]Toshihiko Sato

Executive Officer and General Manager, Credit
Department and General Manager, Credit Control
Department

5[Reappointment][Outside Director][Independent Director]

Akira Koketsu

Director

6[Reappointment][Outside Director][Independent Director]

Akira Kawate

Director

7[Reappointment][Outside Director][Independent Director]

Yumiko Nihei

Director

4

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Mar.
Oct.
Jun.
Jun.
Jun.

Takahiro Kato
(Dec. 2, 1956)
1[New candidate]

Jun.
Jun.
Jun.
Jun.
Aug.
May
Jun.

2

1980 Joined THE TOHO BANK, LTD.
2000 Branch Manager, Koriyama-higashi Branch2003 Branch Manager, Sukagawa Branch2006 General Manager, Financial Markets Department
2007 General Manager, General Planning Department
2008 Director and General Manager, General Planning
Department
2009 Managing Director
2012 Managing Director (Representative Director)
2013 Senior Managing Director (Representative Director)
2015 Retired Director
Chairman, Fukushima Corporation
2015 Representative Director and President, Toho Securities Co.,Ltd.
2018 Retired Chairman, Fukushima Corporation
Retired Representative Director and President, Toho
Securities Co., Ltd.
2018 Advisor, the Bank
(to the present)

Number ofshares of the
Bank held

shares[Reasons for selection]
Mr. Takahiro Kato is well-versed in the region and the management of regional financial institutions, and has agood personality, insight, capability, and achievements. The Bank has thus judged that he is the most appropriate
person as a representative of the Bank.
Apr.
1980 Joined the Bank
Mar.
2000 General Manager, Taira-higashi BranchJun.
2001 General Manager, Tanagura BranchMay
2002 General Manager, Public Relations Section, Corporate
Planning Department
May
2003 General Manager, Corporate Sales Department, Main Office
Sales Department
Akinori Sato
Apr.
2005 General Manager, Corporate Relations Department, Main
7,600
(Apr. 19, 1956)
Office Sales Department
sharesOct.
2005 General Manager, Soma Branch[Reappointment]Jul.
2007 General Manager, Nihonmatsu BranchJul.
2009 General Manager, Aizu BranchJun.
2012 General Manager, Taira BranchJun.
2014 Executive Officer and General Manager, Planning
Headquarters
Jun.
2015 Director and General Manager, Planning Headquarters(to the present)[Reasons for selection]
Mr. Akinori Sato has wide knowledge regarding sales, branch management, and planning of the Bank as amanager of core branches, Executive Officer, and Director, and the Bank wishes to continue to utilize thisknowledge in the management of the Bank.

5

No.

Name
(Date of birth)

Takashi Yanai(Feb. 6, 1959)[Reappointment]
3

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Apr.
Mar.
Jun.
Mar.
Mar.
Jul.
Apr.
Apr.
Apr.
Aug.
Jun.
Jun.

4

1982 Joined the Bank
2004 Team Leader, Corporate Planning Team2006 Team Leader, Operation Development Team2006 Team Leader, Risk Management Team2007 Team Leader, Sales Planning Team2008 Team Leader, Corporate Planning Team2009 General Manager, Risk Management Office2010 General Manager, Sales Planning Office2012 General Manager, Omiya Branch2014 General Manager, Administrative Control Office2015 General Manager, Administrative Planning Department
2016 Executive Officer and General Manager, Administrative
Headquarters
2017 Director and General Manager, Administrative Headquarters(to the present)

Number ofshares of the
Bank held

4,543
shares[Reasons for selection]
Mr. Takashi Yanai has served as a manager of planning divisions of headquarters such as Team Leader ofCorporate Planning Team, General Manager of Sales Planning Office and Administrative Planning Department,
recently promoting the streamline of administration as General Manager of Administrative Headquarters, and the
Bank wishes to utilize this wide knowledge and experience in the management of the Bank.
Apr.
1991 Joined the Bank
Oct.
2008 General Manager, Corporate Support Office, Corporate Sales
Team
Apr.
2010 Senior Vice President, Corporate Support Office
Toshihiko Sato
(Jul. 30, 1968)
2,600
Mar.
2011 General Manager, Revitalization Support OfficesharesApr.
2013 General Manager, Credit Management Office[New candidate]Aug.
2015 General Manager, Credit Control Department
Jun.
2016 Executive Officer and General Manager, Credit Department
and General Manager, Credit Control Department(to the present)[Reasons for selection]
Mr. Toshihiko Sato has served as General Manager of the Credit Department and General Manager of the Credit
Control Department, and has wide-ranging expertise and abundant experience not only in the credit division, butalso in the areas of credit management and business revitalization support. The Bank therefore wishes to utilize
this wide knowledge and experience in the business execution of the Bank.

6

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.
Dec.
Dec.
Jun.

Akira Koketsu(Apr. 21, 1952)

5

6[Reappointment][Outside Director][Independent Director]

Jul.
Mar.
Apr.
Jun.

1976 Joined Hakuhodo Incorporated
1995 General Manager, Sales Department
1999 Acting General Manager, Sales Bureau
2002 Representative Director and President, Fukushima Hakuhodo
Incorporated
Thereafter, served as Representative Director and President
and Director, Morioka Hakuhodo Incorporated, Akita
Hakuhodo Incorporated, Fukushima Hakuhodo Incorporated,
and Sendai Hakuhodo Incorporated and Director, Aomori
Hakuhodo Incorporated
2012 Advisor, Tohoku Hakuhodo Incorporated
2013 Retired Advisor
2013 Visiting Professor, Yamagata University
2013 Director, the Bank
(to the present)

Number ofshares of the
Bank held

3,000
shares[Reasons for selection]
Mr. Akira Koketsu has specialized knowledge regarding organizational management, marketing, and ethics, etc.,from his many years of experience as a corporate manager and as a university professor (in charge of engineering
ethics), and the Bank wishes to continue to utilize this wide and advanced knowledge and experience, etc., in the
management of the Bank.
Apr.
1978 Joined Ministry of Home Affairs
Apr.
1992 Deputy General Manager, Planning and Procurement
Department, Fukushima Prefecture
Apr.
1993 General Manager, Commercial and Industrial Labour
Department, Fukushima Prefecture
Akira Kawate
Apr.
1996 General Manager, General Affairs Department, Fukushima(Sep. 26, 1953)
Prefecture600
Apr.
1999 Vice Governor, Fukushima Prefecture
shares[Reappointment]
Dec.
2006 Vice Chairman, Emergency Development Foundation[Outside Director]Jul.
2012 Full-time Director, Japan Firefighting Association[Independent Director]Jul.
2013 Advisor, Sumitomo Mitsui Trust Bank, LimitedAug.
2015 Executive Director, National City Development
AssociationJun.
2016 Director, the Bank
(to the present)[Reasons for selection]
Mr. Akira Kawate has superior knowledge and experience regarding regional affairs and organizational
management as the Vice Governor of Fukushima Prefecture and foundation executive, and the Bank wishes tocontinue to utilize this wide and advanced knowledge and experience, etc., in the management of the Bank.

7

No.

Name
(Date of birth)

Yumiko Nihei(Aug. 31, 1950)

7[Reappointment][Outside Director][Independent Director]

Past experience, positions, responsibilities,
and significant concurrent positions
Apr.

1995

Apr.
Apr.

2000
2004

Apr.
Apr.

2006
2013

Oct.

2013

Mar.
Jun.

2016
2016

Part-time Instructor, Sakura no Seibo Junior College(Lifestyle Culture Theory)
Full-time Instructor, Sakura no Seibo Junior College
Chairperson, Fukushima Prefecture Joint Male-Female
Committee (until Feb. 2015)
Associate Professor, Sakura no Seibo Junior College
Professor, Career Education Department, Sakura no Seibo
Junior College (Japanese Constitution, Legal, Labour Laws,
Human Rights, Fukushima Studies, etc.)
Committee Member, Fukushima Regional Labour
Committee
Retired Sakura no Seibo Junior College
Director, the Bank
(to the present)

Number ofshares of the
Bank held

1,000
shares[Reasons for selection]
Ms. Yumiko Nihei has specialized knowledge regarding legal studies and women’s studies, etc., through many
years of instruction at Sakura no Seibo Junior College, etc., and has also served in many public positions such as
Committee Member, Fukushima Regional Labour Committee, and the Bank wishes to continue to utilize thiswide and advanced knowledge and experience, etc., in the management of the Bank.
(Notes)1. There are no special interest relationships between each candidate and the Bank.
2. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei are candidates for Outside Director.
Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei have been submitted to the Tokyo Stock Exchange as an
Independent Director based on the definitions of said Exchange, and if each of them are elected at this General
Meeting, they are scheduled to continue to be an Independent Director.
3. The Bank has concluded agreements with Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei in accordancewith Article 427, Paragraph 1 of the Companies Act and the Bank’s Articles of Incorporation to limit their liabilities
that correspond to the requirements provided in Article 423, Paragraph 1 of the Companies Act. If each of them arereappointed, the Bank is scheduled to continue the agreement with them.
The maximum amount of liability for damages based on said agreement for Outside Directors is 15 million yen or theminimum amount of liability as stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher.
4. The term of office of Mr. Akira Koketsu as Outside Director of the Bank will be five years at the conclusion of this
General Meeting. Also, the term of office of Mr. Akira Kawate and Ms. Yumiko Nihei as Outside Directors of the
Bank will be two years at the conclusion of this General Meeting.
5. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei have not been business executors or executives of the
Bank or its subsidiaries.
6. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei are not parent companies, etc., of the Bank, and were
not parent companies, etc., of the Bank within the past five years.
7. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei are not business executors or executives of designatedaffiliated companies of the Bank, and were not business executors or executives of designated affiliated companies of
the Bank within the past five years.
8. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei are not scheduled to receive a significant amount of cash
or other property from the Bank or a designated affiliated company of the Bank, and have not received any within thepast two years.
9. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei are not spouses, relatives within the second degree, or
equivalent persons of a business executor or executive of the parent company, etc., of the Bank, the Bank, or adesignated affiliated company of the Bank.
10. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei were not business executors at a stock company forwhich the Bank succeeded rights and obligations via a merger, absorption-type split, incorporation-type demerger, ortransfer of business directly before said merger, etc., within the past two years.

End8