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 2, 2017
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 151ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 151st 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 Thursday, June 22, 2017.
1. Date and Time:

Friday, June 23, 2017 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 151st Fiscal Year (from April 1, 2016 to March 31, 2017)
2. Consolidated Financial Statements for the Bank’s 151st Fiscal Year (from
April 1, 2016 to March 31, 2017) 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: Consolidation of Shares
Proposal No. 3: Partial Amendments to the Articles of Incorporation
Proposal No. 4: Election of Eight (8) Directors
Proposal No. 5: 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 Thursday, June 22, 2017 Japan time.
(2) Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)
Please access the Bank’s designated voting website (http://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 Thursday, June 22,2017. Please confirm the “Instructions for Exercise of Voting Rights via the Internet” on pages 37 to 38(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 year-end dividends for the 151st fiscal year, in consideration of business results for the fiscal
year under review and the status of internal reserves, the Bank proposes the following.
Matters concerning year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount2 yen per share of common stock, for a total of 459,570,038 yen(3) Effective date of distribution of surplus
June 26, 20173

Proposal No. 2: Consolidation of Shares
1. Reasons for consolidation of shares
Japanese stock exchanges have announced the “Action Plan for Consolidating Trading Units,”
aiming to make the unit for purchase and sale (trading unit) for all domestic companies listed onJapanese stock exchanges to 100 shares.
As a company listed on the Tokyo Stock Exchange, Inc., the Bank respects this intention and willchange the number of shares constituting one trading unit to 100 shares. With the intent of making thepost-consolidation share price in line with an investment unit deemed as a desirable level by the stock
exchanges (50,000 yen or more, but less than 500,000 yen), the Bank will consolidate its shares andchange the number of shares constituting one unit from 1,000 shares to 100 shares.
2. Content of consolidation of shares(1) Type of share to be consolidated
Common share(2) Ratio of consolidation
For common stock, the consolidation will be at a rate of one share for every ten shares.
Additionally, if fractional shares of less than one share arise as a result of the consolidation ofshares, such shares shall be subject to a bulk sale in accordance with the provisions of Article 235of the Companies Act, and the proceeds shall be distributed to the target shareholders inproportion to their respective shareholdings.
(3) Effective date of consolidation of shares
October 1, 2017(4) Total number of authorized shares as of the effective date of consolidation of shares
Total number of authorized shares of the Bank is 90 million, and total number of authorizedshares of each particular class of shares is 90 million common shares and 90 million type A
preferred shares, respectively.
3. Other
The consolidation of shares in this Proposal is contingent upon the approval of Proposal No. 3:“Partial Amendments to the Articles of Incorporation.”
Additionally, any other procedure issues that may need to be addressed shall be entrusted to the Boardof Directors.
(Note) Due to the consolidation of shares, the number of shares of the Bank held will be reduced to
1/10 of the amount held prior to the consolidation, but as there will be no change before and after the
consolidation to the net assets, etc., of the Bank, net assets per share will increase by a factor of 10,
and excluding other factors such as variation in the stock market, the asset value of shares of the Bank
held by shareholders will not change. Also, there will be no change before and after the consolidation
to the rights of shareholders such as voting rights and incentives.

4

Proposal No. 3: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments to the Articles of Incorporation
Under the condition that Proposal No. 2: Consolidation of Shares is approved and the resolution of
the same Proposal takes effect, the Bank proposes the reduction of the total number of authorizedshares and the total number of authorized shares of each particular class of shares to match the ratioof share consolidation (1:10), while changing the number of shares constituting one unit from thecurrent 1,000 shares to 100 shares with regard to Article 5 (Total Number of Authorized Shares andTotal Number of Authorized Shares of Each Particular Class of Shares) and Article 7 (Number of
Shares Constituting One Unit) of the current Articles of Incorporation.
Additionally, with regard to the amendments, Article 1 of the Supplementary Provisions shall beestablished to declare that the effectiveness of the amendments to the Articles of Incorporation inthese matters shall arise on October 1, 2017, the effective date of the consolidation of shares, andupon the effectiveness taking place, the supplementary provision shall be removed.
2. Content of the amendments
The content of the amendments is as follows.
(Underlines indicate amended sections)
Proposed Amendment

Present Articles of Incorporation
CHAPTER II

CHAPTER II(Total Number of Authorized Shares and Total Number of (Total Number of Authorized Shares and Total Number ofAuthorized Shares of Each Particular Class of Shares)
Authorized Shares of Each Particular Class of Shares)
Article 5 The total number of shares the Bank is
Article 5 The total number of shares the Bank isauthorized to issue shall be 900 million shares,
authorized to issue shall be 90 million shares,
and the total number of authorized shares ofand the total number of authorized shares ofeach particular class of shares shall be 900
each particular class of shares shall be 90
million common shares and 900 million type A
million common shares and 90 million type A
preferred shares respectively.
preferred shares respectively.
(Number of Shares Constituting One Unit)(Number of Shares Constituting One Unit)
Article 7 The number of shares constituting one unit for Article 7 The number of shares constituting one unit forcommon shares and type A preferred shares ofcommon shares and type A preferred shares of
the Bank shall be one thousand (1,000)
the Bank shall be one hundred (100)respectively.
respectively.
(Added)Supplementary Provision
Article 1 The amendments to Article 5 (Total Number ofAuthorized Shares and Total Number ofAuthorized Shares of Each Particular Class of
Shares) and Article 7 (Number of Shares
Constituting One Unit) shall take effect on
October 1, 2017, and this supplementaryprovision shall be removed upon theeffectiveness taking place.

5

Proposal No. 4: Election of Eight (8) 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 eight (8) Directors is proposed.
The candidates for Director are as follows:
Number of
Name
Past experience, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Bank held
Apr.
1979 Joined Bank of Japan
Jul.
1998 General Manager, Corporate Affairs Section, Personnel
Department
Jun.
1999 General Manager, Corporate Affairs Section, Secretariat of
the Policy Board
Nov.
2001 General Manager, Fukushima Branch
Hideharu Morikawa
Mar.
2005 Internal Auditor(Aug. 6, 1955)
145,000
Nov.
2007 Deputy Director General, Financial System and Bank
sharesExamination Department[Reappointment]May
2009 General Manager, Internal Auditors' Office1
May2011 Retired Bank of JapanMay
2011 Advisor, the Bank
Jun.
2011 Director and Vice President
Apr.
2012 Director and President(to the present)[Reasons for selection]
Mr. Hideharu Morikawa has wide knowledge regarding finance fostered by the Bank of Japan and wide
knowledge regarding the overall management of the Bank as Director, and the Bank wishes to continue to utilize
this knowledge in the management of the Bank.
Apr.
1980 Joined the Bank
Apr.
2004 Team Leader, Corporate Sales TeamJul.
2004 Team Leader, Sales Planning Team
Apr.
2005 Team Leader, Retail Sales Team
Mar.
2006 General Manager, Fukushima-nishi BranchMar.
2008 Team Leader, Risk Management TeamToshimitsu Kuno
Oct.
2008 Team Leader, Corporate Management Team
(Sep. 28, 1956)
106,000
Jul.
2009 General Manager, Sales Headquarters
sharesJun.
2010 Director and General Manager, Management Headquarters[Reappointment]
2
Mar.
2011 Director and General Manager, Planning Headquarters
Jun.
2013 Managing Director and General Manager, Planning
Headquarters
Jun.
2014 Managing Director and General Manager, Operations
Headquarters(to the present)[Reasons for selection]
Mr. Toshimitsu Kuno has wide knowledge regarding sales, planning, credit management, and organizational
management of the Bank as Director, and the Bank wishes to continue to utilize this knowledge in the
management of the Bank.

6

No.

Name
(Date of birth)

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

Akinori Sato
(Apr. 19, 1956)
3[Reappointment]

Apr.
Oct.
Jul.
Jul.
Jun.
Jun.
Jun.

4

5

1980 Joined the Bank
2000 General Manager, Taira-higashi Branch2001 General Manager, Tanagura Branch
2002 General Manager, Public Relations Section, Corporate
Planning Department
2003 General Manager, Corporate Sales Department, Main Office
Sales Department
2005 General Manager, Corporate Relations Department, Main
Office Sales Department
2005 General Manager, Soma Branch2007 General Manager, Nihonmatsu Branch2009 General Manager, Aizu Branch2012 General Manager, Taira Branch2014 Executive Officer and General Manager, Planning
Headquarters
2015 Director and General Manager, Planning Headquarters(to the present)

Number ofshares of the
Bank held

69,000shares[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.
Apr.
1981 Joined the Bank
Oct.
2002 General Manager, Haramachi Branch
Apr.
2005 Team Leader, Corporate Sales Team
Mar.
2006 Team Leader, Credit Management TeamJun.
2006 General Manager, Sukagawa BranchToshiya Takano
Jul.
2009 General Manager, Securities Insurance Office(May 6, 1958)
Apr.
2010 General Manager, Sales Promotion Office
64,000Jun.
2011 General Manager, Shirakawa Branchshares[Reappointment]Jun.
2012 Executive Officer and General Manager, Koriyama Sales
Department
Jun.
2014 Executive Officer and General Manager, Main Office Sales
Department
Jun.
2015 Director and General Manager, Sales Headquarters(to the present)[Reasons for selection]
Mr. Toshiya Takano 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.
Apr.
1982 Joined the Bank
Apr.
2004 Team Leader, Corporate Planning Team
Mar.
2006 Team Leader, Operation Development TeamJun.
2006 Team Leader, Risk Management Team
Mar.
2007 Team Leader, Sales Planning Team
Takashi Yanai
Mar.
2008 Team Leader, Corporate Planning Team
(Feb. 6, 1959)
Jul.
2009 General Manager, Risk Management Office
41,430Apr.
2010 General Manager, Sales Planning Officeshares[New candidate]Apr.
2012 General Manager, Omiya BranchApr.
2014 General Manager, Administrative Control OfficeAug.
2015 General Manager, Administrative Planning Department
Jun.
2016 Executive Officer and General Manager, Administrative
Headquarters(to the present)[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.
7

No.

Name
(Date of birth)

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

Akira Koketsu(Apr. 21, 1952)

6

7[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

24,000shares[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)
Prefecture
2,000
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
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.

8

No.

Name
(Date of birth)

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

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

8

Apr.
Apr.
Apr.
Apr.

Oct.
Mar.
Jun.

1995 Part-time Instructor, Sakura no Seibo Junior College(Lifestyle Culture Theory)
2000 Full-time Instructor, Sakura no Seibo Junior College
2004 Chairperson, Fukushima Prefecture Joint Male-Female
Committee (until Feb. 2015)
2006 Associate Professor, Sakura no Seibo Junior College2013 Professor, Career Education Department, Sakura no Seibo
Junior College (Japanese Constitution, Legal, Labour Laws,
Human Rights, Fukushima Studies, etc.)2013 Committee Member, Fukushima Regional Labour
Committee
2016 Retired Sakura no Seibo Junior College
2016 Director, the Bank
(to the present)

Number ofshares of the
Bank held

3,000
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 they are elected at this General Meeting, they
are scheduled to continue to be an Independent Director.
3. The term of office of Mr. Akira Koketsu as Outside Director of the Bank will be four 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 one year at the conclusion of this General Meeting.
4. Mr. Akira Koketsu, Mr. Akira Kawate, and Ms. Yumiko Nihei have not been business executors or executives of the
Bank or its subsidiaries.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.

9

Proposal No. 5:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Fumio Sakurai will expire at theconclusion of this General Meeting. Accordingly, the Bank would like to request the appointment of one (1)Audit & Supervisory Board Member.
The Audit & Supervisory Board has approved this Proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Number ofName
Pastexperience,
positions,andsignificant
concurrent
positionssharesof the(Date of birth)
Bank heldApr.
1980 Joined the Bank
Mar.
2000 General Manager, Yabuki Branch
Sep.
2002 General Manager, Higashidate Branch
Apr.
2005 General Manager, Onahama Branch
Osamu Inamura
Mar.
2008 Team Leader, Sales Support Team
(Nov. 11, 1956)
Jul.
2009 General Manager, Sugakawa Branch
54,000Jun.
2012 General Manager, Aizu Branchshares[New candidate]Jun.
2015 Executive Officer and General Manager, Main Office Sales
Department
Jun.
2016 Director and General Manager, Main Office Sales
Department(to the present)[Reasons for selection]
Mr. Osamu Inamura has served as General Manager for core branches such as the Sukagawa Branch and Aizu
Branch and also for Main Office Sales Department, served as Executive Officer and Director, and is well versedin the sales promotion and branch management of the Bank, and the Bank wishes to utilize this wide knowledge
and experience in the management of the Bank.
(Note) There are no special interest relationships between the candidate and the Bank.

End

10