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 3, 2019
To Shareholders with Voting Rights:
Takahiro Kato
Director and President
THE FUKUSHIMA BANK, LTD.
2-5 Banseicho, Fukushima City,
Fukushima, JapanNOTICE OF CONVOCATION OF
THE 153 RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 153rd 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 Monday, June 24, 2019.
1. Date and Time:

Tuesday, June 25, 2019 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 153rd Fiscal Year (from April 1, 2018 to March 31, 2019)
2. Consolidated Financial Statements for the Bank’s 153rd Fiscal Year (from
April 1, 2018 to March 31, 2019) 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
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member

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 Monday, June 24, 2019 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 Monday, June 24,
2019. Please confirm the “Instructions for Exercise of Voting Rights via the Internet” on pages 39 to 40(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 (https://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 (https://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
The Bank proposes that year-end dividends for the 153rd fiscal year be as follows, in consideration ofbusiness results for the fiscal year under review, the status of internal reserve and other factors.
Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property to shareholders and the total amountAmount per share of common stock of the Bank: ¥2.0
Total amount: ¥45,953,972(3) Effective date of dividends of surplus
June 26, 20193

Proposal No. 2:

Election of Seven (7) Directors

The terms of office of all seven (7) 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

[Reappointment]

Takahiro Kato

Director and President

2[Reappointment]

Akinori Sato

Director and General Manager, Planning Headquarters

3[Reappointment]

Takashi Yanai

Director and General Manager, Administrative
Headquarters

4[Reappointment]

Toshihiko Sato

Director, General Manager, Operations Headquarters,
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

Jun.
Jun.
Jun.
Jun.

[Reappointment]
Aug.
May
Jun.
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
2018 Director and President(to the present)

Number ofshares of the
Bank held

1,300
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
(Apr. 19, 1956)
8,600
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

5,143
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 OfficeMar.
2011 General Manager, Revitalization Support Office
Toshihiko Sato
Apr.
2013 General Manager, Credit Management Office(Jul. 30, 1968)
3,200
Aug.
2015 General Manager, Credit Control Department
sharesJun.
2016 Executive Officer and General Manager, Credit Department[Reappointment]
and General Manager, Credit Control Department
Jun.
2018 Director, General Manager, Operations Headquarters,
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]

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 (until March 2019)2013 Director, the Bank (to the present)

Number ofshares of the
Bank held

4,000
shares

Jul.
Mar.
Apr.
Jun.
[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 visiting professor (in charge ofengineering 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)
Prefecture
1,200
Apr.
1999 Vice Governor, Fukushima Prefecture[Reappointment]
sharesDec.
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
Association (until June 2018)
Jun.
2016 Director, the Bank (to the present)Jul.
2018 Senior Director, National Federation of Underpopulated
Region Self-Reliance Support[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. In
addition, although Mr. Kawate has no experience in corporate management other than serving as Outside
Director, the Bank has judged that he will be able to fulfill duties of Outside Director in an appropriate mannerbased on the above reasons.

7

No.

Name
(Date of birth)

Yumiko Nihei(Aug. 31, 1950)[Reappointment][Outside Director][Independent Director]

7

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

1995

Apr.
Apr.

2000
2004

Apr.
Apr.

2006
2013

Oct.

2013

Mar.
Jun.

2016
2016

Jun.

2019

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 (until June 2016)Retired Sakura no Seibo Junior College
Director, the Bank
(to the present)
Member of Fukushima Medical University Certified
Review Board

Number ofshares of the
Bank held

2,000
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. In addition, although Ms.
Nihei has no experience in corporate management other than serving as Outside Director, the Bank has judgedthat she will be able to fulfill duties of Outside Director in an appropriate manner based on the above reasons.
(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 six 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 three 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.

8

Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Mr. Fumio Shinkai will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed.
The Audit & Supervisory Board has approved this Proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Number of
Name
No.
Past
experience,
positions,andsignificant
concurrent
positionssharesof the(Date of birth)
Bank held
Apr.
1992 Registered at Dai-ichi Tokyo Bar Association
Apr
1996 Transferred to Fukushima Bar Association
Established Shinkai Law Office
Fumio ShinkaiJun.
2004 Public member, Fukushima Prefecture Labor Committee(Oct. 16, 1951)
Apr.
2006 Advisor, Fukushima City
(to the present)[Reappointment]
1,200
Nov.
2008 Representative Partner & Lawyer, Shinkai Law Office[Outside Audit &shares(to the present)
Supervisory Board
Jun.
2011 Audit & Supervisory Board Member, the Bank
Member](to the present)[Independent Auditor]Jun.
2012 Chairman, Fukushima Prefecture Labor Committee1
Oct.
2013 Chairman, Fukushima Local Labor Council
Apr.
2016 Chairman, Fukushima Bar Association[Reasons for selection]
Mr. Fumio Shinkai has specialized knowledge and experience regarding legal affairs as a lawyer and has also
served in many public positions such as Chairman of Fukushima Prefecture Labor Committee and Chairman of
Fukushima Bar Association, and the Bank wishes to utilize this wide and advanced knowledge and experience,
etc., in the audits of the Bank. In addition, although Mr. Shinkai has no experience in corporate management
other than serving as Outside Audit & Supervisory Board Member, the Bank has judged that he will be able tofulfill duties of Outside Audit & Supervisory Board Member in an appropriate manner based on the above
reasons.
(Notes)1.
2.

There are no special interest relationships between the candidate and the Bank.
Mr. Fumio Shinkai is a candidate for Outside Audit & Supervisory Board Member, and is a candidate for Independent
Auditor that will not have conflicts of interest with general shareholders as required by the Tokyo Stock Exchange .
3. The term of office of Mr. Fumio Shinkai as Audit & Supervisory Board Member of the Bank will be eight years at theconclusion of this General Meeting.
4. To allow for Outside Audit & Supervisory Board Members to adequately exercise their abilities during the course of
executing their expected duties, the Bank has defined in its Articles of Incorporation the ability to conclude agreements
to limit the liability for damages to the Bank to within a certain limit. The candidate for Outside Audit & Supervisory
Board Member Mr. Fumio Shinkai has concluded said agreement with the Bank. The outline of the agreement is thatwhen he, as Outside Audit & Supervisory Board Member, becomes liable as stipulated in Article 423, Paragraph 1 of
the Companies Act, the maximum amount of liability for damages is 10 million yen or the minimum amount of limit
for liability as stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is greater, if he acts in goodfaith and is not grossly negligent. In the event that this Proposal is approved and Mr. Fumio Shinkai is reappointed, theBank will continue the above liability limitation agreement with him.
5. Mr. Fumio Shinkai has not been a business executor or executive of the Bank or its subsidiaries.
6. Mr. Fumio Shinkai is not parent company, etc., of the Bank, and was not parent company, etc., of the Bank within thepast five years.
7. Mr. Fumio Shinkai is not a business executor or executive of designated affiliated companies of the Bank, and was nota business executor or executive of designated affiliated companies of the Bank within the past five years.
8. Mr. Fumio Shinkai is not scheduled to receive a significant amount of cash or other property from the Bank or adesignated affiliated company of the Bank, and has not received any within the past two years.
9. Mr. Fumio Shinkai is not a spouse, relative within the second degree, or equivalent person of a business executor or
executive of the parent company, etc., of the Bank, the Bank, or a designated affiliated company of the Bank.
10. Mr. Fumio Shinkai was not a business executor at a stock company for which the Bank succeeded rights andobligations via a merger, absorption-type split, incorporation-type demerger, or transfer of business directly before said
merger, etc., within the past two years.

End9