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)
May 28, 2021
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 155TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you that the 155th Annual General Meeting of Shareholders of THE FUKUSHIMABANK, LTD. (the “Bank”) will be held for the purposes as described below.
Please refer to the enclosed document “Prevention of the Novel Coronavirus Disease (COVID-19) for the155th Annual General Meeting of Shareholders of the Bank,” for details of the measures to be taken by the
Bank concerning the prevention against COVID-19.
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) and exercise your voting rights by
5:00 p.m. on Monday, June 21, 2021.
1. Date and Time:

Tuesday, June 22, 2021 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 155th Fiscal Year (from April 1, 2020 to March 31, 2021)
2. Consolidated Financial Statements for the Bank’s 155th Fiscal Year (from
April 1, 2020 to March 31, 2021) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Election of Seven (7) Directors
Proposal:

1Matters Disclosed via the Internet
 Of the documents needed to be attached to this notice of convocation, the following matters 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 and are therefore not included with this document.
- “Systems to Ensure the Appropriateness of Business and Operational Status of the Systems” in theBusiness Report- Notes to the Non-consolidated Financial Statements- Notes to the Consolidated Financial Statements
In addition, the attached documents of this notice of convocation are a subset of the Business Report
audited by Audit & Supervisory Board Members as well as the Consolidated Financial Statements andNon-consolidated Financial Statements audited by the Accounting Auditor and Audit & Supervisory Board
Members.
 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.
The Bank’s Website: https://www.fukushimabank.co.jp/

Information Related to the ConvocationWhen attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk of the Bank’s head office on the day of the meeting for confirmation.
If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding
voting rights to attend the meeting. In such a case, a document evidencing the authority of proxy must be
submitted.
Semiformal dress code (COOL BIZ) will be implemented on the day of the meeting, and as such wewould like to ask shareholders to follow the same dress code when attending.

Exercise of Voting Rights:
You can exercise your voting right through either of following methods:(1) If you plan to attend the Meeting, please submit the enclosed voting form to the receptionist at the
Meeting.
Date/time: Tuesday, June 22, 2021 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)(2) 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 21, 2021 Japan time.
(3) Exercise of Voting Rights via Electromagnetic Means (the Internet, etc.)
Please access the Bank’s designated voting website, follow the instructions on the voting website, andindicate your vote for or against the proposals by 5:00 p.m. on Monday, June 21, 2021.

2

Reference Documents for the General Meeting of Shareholders
Proposal: Election of Seven (7) Directors
To clarify management responsibility for each fiscal year, the Articles of Incorporation of the Bank
specify that the terms of office of Directors shall be one year. Therefore, the terms of office of all current
seven (7) Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of seven (7) Directors is proposed.
The candidates for Director are as follows:No.

1[Reappointment]

2[Reappointment]

3[Reappointment]

4[Reappointment]

5

6

7

Current positions and responsibilities at the
Bank

Name

[Reappointment][Outside Director][Independent
Director][Reappointment][Outside Director][Independent
Director][New appointment][Outside Director][Male]

Takahiro Kato

[Male]

Akinori Sato

[Male]

Toshihiko Sato

[Male]

Takenori Suzuki[Male]

Akira Koketsu[Female]Yumiko Nihei

Attendance at Boardof Directors meetings

Director and President

100%(20/20)Managing Director and General
Manager, Planning Headquarters

100%(20/20)

Director and General Manager, Main
Office Sales Department100%(20/20)

Director and General Manager,
Koriyama Sales Department100%(16/16)

Director

100%(20/20)

Director

100%(20/20)[Male]

Yasushi
Hasegawa－－[Outside Director]: Candidate for Outside Director[Independent Director]: Candidate for Independent Director as prescribed by the Tokyo Stock Exchange, Inc.

3

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Mar.
Oct.
Jun.
Jun.
Jun.

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

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

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 ofcommonshares of the
Bank held

21,800shares(Significant concurrent positions)―

2[Reasons for nomination as a candidate for Director]
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
Apr.
2005 General Manager, Corporate Relations Department, Main
Akinori Sato
Office Sales Department(Apr. 19, 1956)
Oct.
2005 General Manager, Soma Branch
16,000Jul.
2007 General Manager, Nihonmatsu Branchshares[Reappointment]Jul.
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
Jun.
2019 Managing Director and General Manager, Planning
Headquarters (to the present)(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
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.

4

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Oct.

Toshihiko Sato
(Jul. 30, 1968)

Apr.
Mar.
Apr.
Aug.
Jun.

[Reappointment]

Jun.

3
Jun.

1991 Joined the Bank
2008 General Manager, Corporate Support Office, Corporate Sales
Team
2010 Senior Vice President, Corporate Support Office2011 General Manager, Revitalization Support Office2013 General Manager, Credit Management Office2015 General Manager, Credit Control Department
2016 Executive Officer and General Manager, Credit Department
and General Manager, Credit Control Department
2018 Director, General Manager, Operations Headquarters,
General Manager, Credit Department and General Manager,
Credit Control Department
2019 Director and General Manager, Main Office Sales
Department (to the present)

Number ofcommonshares of the
Bank held

6,500
shares(Significant concurrent positions)―

4[Reasons for nomination as a candidate for Director]
Mr. Toshihiko Sato has served in positions such 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 inthe credit division, but also 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.
Apr.
1992 Joined the Bank
Oct.
2009 Branch Manager, Arai BranchJun.
2011 Vice General Manager, Koriyama Sales Department
Apr.
2014 General Manager, Organization Development OfficeAug.
2015 General Manager, Organization Development Department
Takenori Suzuki(Jun. 17, 1966)
Apr.
2017 Branch Manager, Taira Branch
3,600
sharesJun.
2018 Executive Officer and Vice General Manager, Sales[Reappointment]
Headquarters
Jun.
2020 Director and General Manager, Koriyama Sales Department(to the present)(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Takenori Suzuki has wide knowledge regarding sales, branch management, and planning of the Bank as amanager of core branches and Executive Officer, and the Bank wishes to continue to utilize this knowledge in the
management of the Bank.

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank
Apr.
Dec.
Dec.
Jun.

Akira Koketsu(Apr. 21, 1952)[Reappointment][Outside Director][Independent Director]

5

Jul.
Mar.
Apr.
Jun.
Apr.

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)
2020 Trustee (part-time), Yamagata University (to the present)

Number ofcommonshares of the
Bank held

9,500
shares(Significant concurrent positions)―

6[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
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). Mr. Koketsu has appropriately supervised the management of the Bank as an Outside
Director since June 2013. Accordingly, the Bank again has appointed Mr. Koketsu as a candidate for Outside
Director and expects that after his election, he will provide management supervision and advice by utilizing his
corporate management and specialized knowledge.
Apr.
2000 Full-time Instructor, Sakura no Seibo Junior College
Apr.
2004 Chairperson, Fukushima Prefecture Joint Male-Female
Committee (until Feb. 2015)
Apr.
2006 Associate Professor, Sakura no Seibo Junior College
Apr.
2013 Professor, Sakura no Seibo Junior College (Gave lectures on
the Japanese Constitution, Legal, Labour Laws, Human
Rights, international pacifism etc., while serving as Heads of
Yumiko Nihei
the Volunteer Center, Career Department, and Library(Aug. 31, 1950)
Information Center, etc.)
7,400
Oct.
2013 Committee Member, Fukushima Regional Labour[Reappointment]
sharesCommittee (until June 2016)[Outside Director]
Mar.
2016
Retired Sakura no Seibo Junior College[Independent Director]
Jun.
2016 Director, the Bank (to the present)Apr.
2017 Part-time Instructor, Faculty of Administration and Social
Sciences, Fukushima University (to the present)Jun.
2019 Member of Fukushima Medical University Certified Review
Board (to the present)(Significant concurrent positions)―[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
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. Ms. Nihei has appropriately supervised the
management of the Bank as an Outside Director since June 2016 to continue to utilize her wide and advanced
knowledge and experience, etc., in the management. Accordingly, the Bank has again appointed Ms. Nihei as a
candidate for Outside Director and expects that after her election, she will advise on the management of the Bankas well as provide appropriate supervision and advice on business execution based on her specialized knowledge.
In addition, although Ms. Nihei has no experience in corporate management other than serving as Outside
Director, the Bank has judged that she will be able to fulfill duties of Outside Director in an appropriate mannerbased on the above reasons.

6

No.

Name
(Date of birth)
Apr.

1984

Jul.

2007

Jul.

2008

Jul.

2010

Jul.

2012

Jul.
Yasushi Hasegawa(February 22, 1962) Jul.

2014

[New appointment][Outside Director]

7

Past experience, positions and responsibilities at the Bank

2015

Jul.

2016

Jun.

2017

Jun.
Nov.
Apr.
Aug.

2019
2019
2020
2020

Joined the Ministry of Finance (Okura-sho) (currently the
Ministry of Finance (Zaimu-sho))Director, Banking Business Division II, Supervisory
Bureau, Financial Services Agency
Director, Insurance Business Division, Supervisory Bureau,
Financial Services Agency
Director, Planning and Management Division, Supervisory
Bureau, Financial Services Agency
Director, Planning Division, Planning and Coordination
Bureau, Financial Services Agency
Director General, Fukuoka Local Finance Branch Bureau,
Ministry of Finance
Deputy Director-General, Planning and Coordination
Bureau, Financial Services Agency (in charge of planning,markets and Minister's Secretariat)
Director General, Tokai Local Finance Bureau, Ministry of
Finance
Senior Managing Director, Japan Bank for International
Cooperation (in charge of Assessment and Risk
Management)
Retired from Ministry of Finance
Advisor, Sumitomo Mitsui Trust Bank, Limited
Joined SBI Holdings, Inc. (to the present)
Executive Officer, Secretary General, Regional
Revitalization Partners Co., Ltd. (to the present)

Number ofcommonshares of the
Bank held

shares(Significant concurrent positions)Executive Officer, Secretary General, Regional Revitalization Partners Co., Ltd.

[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
After joining the Ministry of Finance (Okura-sho) (currently the Ministry of Finance (Zaimu-sho)), Mr. Yasushi
Hasegawa served as Director of Banking Business Division II of Supervisory Bureau of Financial Services
Agency, Deputy Director-General of Planning and Coordination Bureau of Financial Services Agency, andDirector General of Tokai Local Finance Bureau of Ministry of Finance, etc. He was also engaged in corporate
management as an advisor or outside director of private sectors. The Bank has appointed Mr. Hasegawa as a
candidate for Outside Director, expecting Mr. Hasegawa to provide guidance and advice for the Bank’s
management by utilizing his wide and advanced knowledge and experience in financial administration andcorporate management. The Bank expects that after his election, Mr. Hasegawa will provide management
supervision and advice by utilizing his corporate management and specialized knowledge.
(Notes)1. There are no special interest relationships between each candidate and the Bank.
2. The Bank has concluded agreements with the candidates for Outside Director Mr. Akira Koketsu and Ms. Yumiko
Nihei in accordance with Article 427, Paragraph 1 of the Companies Act and the Bank’s Articles of Incorporation tolimit their liability specified in Article 423, Paragraph 1 of the Companies Act at 15 million yen or the minimum
amount of liability as stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. If they arereappointed and assume office as Director, the Bank is scheduled to continue the agreement with them. If the electionof Mr. Yasushi Hasegawa is approved as proposed, the Bank intends to conclude a similar liability limitationagreement with him.
3. The Bank has concluded a directors and officers liability insurance contract with an insurance company as stipulated in
Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will cover any damages that may arise due tothe insured assuming liability for the execution of duties or receiving a claim for pursuing such liability. All candidates
will be included as the insured under the said directors and officers liability insurance contract. In addition, the Bank
plans to renew the contract with the same contents.
4. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are candidates for Outside Director. Mr. Akira
Koketsu and Ms. Yumiko Nihei have been submitted to the Tokyo Stock Exchange as Independent Directors based on
the definitions of said Exchange, and if they are elected at this General Meeting, they are scheduled to continue to be
Independent Directors.

7

5.

The term of office of Mr. Akira Koketsu as Outside Director of the Bank will be eight years at the conclusion of this
General Meeting. Also, the term of office of Ms. Yumiko Nihei as Outside Directors of the Bank will be five years at
the conclusion of this General Meeting.
6. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa have not been business executors or executives of
the Bank or its subsidiaries.
7. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not parent companies, etc., of the Bank, andwere not parent companies, etc., of the Bank within the past 10 years.
8. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not business executors or executives ofdesignated affiliated companies of the Bank, and were not business executors or executives of designated affiliatedcompanies of the Bank within the past 10 years.
9. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not scheduled to receive a significant amount ofcash or other property from the Bank or a designated affiliated company of the Bank, and have not received any within
the past two years.
10. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa are not spouses, relatives within the third 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.
11. Mr. Akira Koketsu, Ms. Yumiko Nihei, and Mr. Yasushi Hasegawa 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

(Reference)

Standards for Determining Independence of Outside Officers
The Bank shall determine that a person is eligible to be an outside officer if the person satisfies theindependence requirements prescribed by the Tokyo Stock Exchange, Inc. and does not fall under any of thefollowing categories currently or recently.
1. A party for which the Bank is a major business partner or a business executor of such party.
2. A party who is a major business partner of the Bank or a business executor of such party.
3. A consultant, accounting specialist, or legal specialist who receives a significant amount of cash orother property from the Bank, aside from executive remuneration.
4. A party who receives more than a certain amount of donations or subsidies from the Bank, or abusiness executor of such party.
5. A major shareholder of the Bank or a business executor of such shareholder.
6. A spouse or a relative within the second degree of a party who falls under any of the following
categories (excluding parties who are not significant):(1) A party to whom 1 to 5 above applies.
(2) A business executor of the Bank or its subsidiaries.
7. A party who might potentially pose a continual and substantial conflict of interest with overall generalshareholders of the Bank due to reasons not provided in 1 to 6 above.

[Definitions]* “Recently” is used for cases that are considered effectively equivalent to the current condition, suchas cases where any of the categories listed above applied to a person at the time that content of the
proposal for election as an Outside Director or Outside Audit & Supervisory Board Member at a
General Meeting of Shareholders was determined.
* “A party for which the Bank is a major business partner” refers to:- In ordinary transactions, a counterparty whose transactions with the Bank accounted for 2% ormore of the counterparty’s consolidated net sales for the latest fiscal year.
- In financial transactions, a counterparty whose most significant debtor is the Bank and thechanges in the Bank’s financing policies will have a serious impact on the counterparty's
business.
* “A party who is a major business partner of the Bank” refers to:- In financial transactions, a major counterparty to which the Bank has loaned 1% or more of theBank’s total amount of assets.
- In deposit transactions, a major counterparty whose deposits in the Bank account for 1% or moreof the Bank’s total amount of deposits.
* “A significant amount” refers to an amount of 10 million yen or more on average for the past three
years.
* “More than a certain amount” refers to an amount of more than10 million yen on average for the past
three years.
* “A major shareholder” refers to a person or corporation, etc., which holds, either directly or indirectly,
voting rights of 10% or more of total voting rights at the end of the latest fiscal year.
* “Significant” refers to persons who are at the executive or managerial level at a company.

9