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 29, 2023
(Commencement Date of Electronic Provision Measures: May 25, 2023)
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 157TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you that the 157th Annual General Meeting of Shareholders of THE FUKUSHIMABANK, LTD. (the “Bank”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Bank has taken electronic measures to provide
information contained in the Reference Documents for the General Meeting of Shareholders (the “Matters to
be Provided Electronically”). The Matters to be Provided Electronically are posted on the Bank’s website on
the Internet under the “Notice of Convocation of the 157th Annual General Meeting of Shareholders.” Please
access the website to review the information.
The Bank’s website
https://www.fukushimabank.co.jp/ir/shareholders/soukai/ (in Japanese only)
In addition to the above, the Matters to be Provided Electronically are also available on the website of theTokyo Stock Exchange (TSE). Please access the TSE website (TSE Listed Company Search) below, enter andsearch for “the Fukushima Bank” in “Issue name” field or securities code “8562 (single-byte characters),” andselect “Basic information” followed by “Documents for public inspection/PR information” to review.
TSE (Listed Company Search) website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you can exercise your voting rights via the Internet or in writing.
Please review the Reference Documents for the General Meeting of Shareholders stated in the Mattersto be Provided Electronically. If you exercise your voting rights via the Internet, please access thewebsite (https://www.e-sokai.jp) designated by the Bank and indicate your vote for or against the
proposals. Or indicate your vote for or against the proposals on the enclosed Voting Rights Exercise
Form and return it. Using either method, you are kindly asked to exercise your voting rights by 5:00
p.m. on Monday, June 19, 2023, Japan time.
1. Date and Time:

Tuesday, June 20, 2023 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 157th Fiscal Year (from April 1, 2022 to March 31, 2023)
2. Consolidated Financial Statements for the Bank’s 157th Fiscal Year (from1April 1, 2022 to March 31, 2023) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of One (1) Audit & Supervisory Board Member24. Matters to be determined upon convocation(1) Matters not included in the physical documents
Of the Matters to be Provided Electronically, the following matters are not included in the physicaldocuments delivered to shareholders who made requests for provision of physical documents inaccordance with the provision of laws and regulations and Article 15 of the Bank’s Articles ofIncorporation. Accordingly, the documents delivered to shareholders who made requests for provision ofphysical documents are a part of the documents audited by the Audit & Supervisory Board Members andthe Accounting Auditor in preparing their audit reports.
1) Notes to the Non-consolidated Financial Statements
2) Notes to the Consolidated Financial Statements
3) The following matters in the Business Report“Systems to Ensure the Appropriateness of Business and Operational Status of the Systems”(2) Treatment of votes with no indication of approval or disapproval for any of the proposals on the
Voting Rights Exercise Form
If your Voting Rights Exercise Form does not indicate your vote for or against each proposal, your votewill be deemed to be in favor of the proposal.
(3) Treatment of duplicate votes by writing and via electromagnetic means (the Internet, etc.)
If you cast your votes by writing and via electromagnetic means (the Internet, etc.), the Bank will consider
your vote cast via the Internet to be valid.
(4) Treatment of duplicate votes cast via Electromagnetic Means (the Internet, etc.)
If you cast your votes more than once via electromagnetic means (the Internet, etc.), the Bank will consider
the last vote to be valid.
(5) Information on Exercise of Voting Rights
Please refer to page 5 to 6 below.

3

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.
Any updates to the Matters to be Provided Electronically will be posted on the Bank and TSE websites
above.
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.
Other information for shareholders will be posted on the Bank’s website on the Internet. Please check theBank’s website for the latest information.
In this General Meeting of Shareholders, regardless of whether a request for physical documents is made,the Bank has delivered physical documents to all shareholders as before.
The Bank will again refrain from the distribution of souvenirs.

4Information on Exercise of Voting Rights
The right to vote at the General Meeting of Shareholders is vital for shareholders.
Please review the Reference Documents for the General Meeting of Shareholders stated in the
Matters to be Provided Electronically and exercise your voting rights.
You can exercise your voting right through either of the 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 20, 2023 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 19, 2023 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 19, 2023 Japan time.

5Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Due to the income earned for the fiscal year under review exceeding the initial forecast, and in orderto fulfill its mandate from shareholders, the Bank proposes that year-end dividends for the 157th fiscal
year be as follows.
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: ¥5
Total amount: ¥139,871,655(3) Effective date of dividends of surplus
June 21, 2023

6

Proposal 2: 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, and theelection of seven (7) Directors is proposed.
The Board of Directors resolved the nomination of the candidates for Directors upon deliberation of theNomination and Compensation Advisory Committee, which consists of a majority of Outside Directors.
The candidates for Director are as follows:No.

1[Reappointment]

2[Reappointment]

3[Reappointment]

4

5

6

7

Current positions and responsibilities at
the Bank

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

Takahiro Kato

[Male]

Akinori Sato

[Male]

Takenori Suzuki[Male]

Toshihiko Sato

[Female]Yumiko Nihei[Male]

Hiroshi Ishii[Male]

Hidenori Shinohara

Attendance at Boardof Directors meetings

Director and President(Representative Director)

100%(19/19)Managing Director(Representative Director)

100%(19/19)Managing Director and General
Manager, Planning Headquarters

100%(19/19)Director, General Manager,
Operations Headquarters, General
Manager, Credit Department andGeneral Manager, Credit Control
Department100%(19/19)Director

100%(19/19)

─

―

─

―

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

7

No.

Name
(Date of birth)

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

1

Takahiro Kato
(Dec. 2, 1956)

Jun.
Jun.
Jun.
Jun.

[Reappointment]

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 (Representative Director)(to the present)

Number ofcommonshares of the
Bank held

42,200shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
At regional financial institutions, Mr. Takahiro Kato held important positions, such as manager of core branches
and the planning department, and gained essential management experience as Representative Director. Further,he has extensive experience through his work as President at a securities company affiliated with the Bank. Since
June 2018, he has served as the Bank’s Director and President, and as a top executive, he has appropriately
fulfilled his responsibilities in making decisions on important matters and supervising the execution of business
operations. The Bank has thus judged that Mr. Kato is capable of contributing to the Bank's management andtherefore continues to nominate him as a candidate for Director.

8

No.

Name
(Date of birth)

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

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

Oct.
Jul.
Jul.
Jun.
Jun.

2
Jun.
Jun.
May

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
2019 Managing Director and General Manager, Planning
Headquarters (Representative Director)
2023 Managing Director (Representative Director) (to the present)

Number ofcommonshares of the
Bank held

23,100shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Akinori Sato has extensive business experience in the areas of sales and branch management as a manager ofcore branches and Executive Officer and Director of the Planning Department of the Bank, as well as risk
management and human resources as General Manager of the Planning Headquarters. Based on his background,
he is well-versed in the business operations of the Bank. Since June 2015, he has served as the Bank's Director,
and appropriately fulfilled his responsibilities in making decisions on important matters and supervising theexecution of business operations. The Bank has thus judged that Mr. Sato is capable of contributing to the Bank's
management and therefore continues to nominate him as a candidate for Director.

9

No.

Name
(Date of birth)

Takenori Suzuki(Jun. 17, 1966)

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

[Reappointment]

3

Jun.
May

1992 Joined the Bank
2009 Branch Manager, Arai Branch2011 Vice General Manager, Koriyama Sales Department
2014 General Manager, Organization Development Office2015 General Manager, Organization Development Department
2017 General Manager, Taira Branch2018 Executive Officer and Vice General Manager, Sales
Headquarters and General Manager, Sales Planning
Department
2020 Director and General Manager, Koriyama Sales Department
2023 Managing Director and General Manager, Planning
Headquarters (to the present)

Number ofcommonshares of the
Bank held

8,400
shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Takenori Suzuki has a wealth of experience in the areas of sales, branch management, and planning of the
Bank as a manager of core branches and Executive Officer. Based on his background, he is well-versed in thebusiness operations of the Bank. Since June 2020, he has served as the Bank's Director and appropriately
fulfilled his responsibilities in making decisions on important matters and supervising the execution of business
operations. The Bank has thus judged that Mr. Suzuki is capable of contributing to the Bank's management andtherefore continues to nominate him as a candidate for Director.

10

No.

Name
(Date of birth)

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

Toshihiko Sato
(Jul. 30, 1968)[Reappointment]

4

Jun.
Jun.
June
Aug.

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
2022 Director, General Manager, Operations Headquarters andGeneral Manager, Credit Department
2022 Director, General Manager, Operations Headquarters,
General Manager, Credit Department and General Manager,
Credit Control Department (to the present)

Number ofcommonshares of the
Bank held

10,000shares(Significant concurrent positions)―[Reasons for nomination as a candidate for Director]
Mr. Toshihiko Sato has a wealth of business experience in the areas of credit management and business
revitalization support as Executive Officer of the Credit Department and the Credit Control Department of the
Bank and is well-versed in the business operations of the Bank. Since June 2018, he has served as the Bank's
Director and appropriately fulfilled his responsibilities in making decisions on important matters and supervising
the execution of business operations. The Bank has thus judged that Mr. Sato is capable of contributing to the
Bank's management and therefore continues to nominate him as a candidate for Director.

11

No.

Name
(Date of birth)

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

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

5

Oct.
Mar.
Jun.
Apr.
Jun.
Nov.

2000 Full-time Instructor, Sakura no Seibo Junior College
2004 Chairperson, Fukushima Prefecture Joint Male-Female
Committee (until February 2015)
2006 Associate Professor, Sakura no Seibo Junior College2013 Professor, Sakura no Seibo Junior College (Gave lectures on
the Japanese Constitution, Legal, Labour Laws, Human
Rights, international pacifism, etc., while serving as Headsof the Volunteer Center, Career Department, and Library
Information Center, etc.)2013 Committee Member, Fukushima Regional Labour
Committee (until June 2016)2016 Retired Sakura no Seibo Junior College
2016 Director, the Bank (to the present)2017 Part-time Instructor, Faculty of Administration and Social
Sciences, Fukushima University (to the present)
2019 Member of Fukushima Medical University Certified Review
Board (to the present)
2021 Member of Fukushima Medical University Specialized
Surgical Skills Training Board (to the present)

Number ofcommonshares of the
Bank held

12,500shares(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 gender 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. Accordingly, the Bank has again appointed
Ms. Nihei as a candidate for Outside Director and expects that after her election, she will continue to 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 manner based on the above
reasons.

12

No.

Name
(Date of birth)

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

Apr.
Hiroshi Ishii(Sep. 1, 1955)

Apr.
Apr.

[New appointment][Outside Director][Independent Director]

6

Apr.
Oct.
Nov.

1978 Joined Fukushima Prefectural Police Headquarters
2005 Senior Director, Commerce Community Development
Group, Commerce, Industry and Labour Department,
Fukushima Prefectural Government
2007 Seconded as Board Member, Fukushima Center For
Industrial Promotion (Director, Big Palette Fukushima)2008 Policy Administrator, Tokyo Office, Fukushima Prefectural
Government
2010 Senior Policy Administrator, Commerce, Industry andLabour Department, Fukushima Prefectural Government
2012 Director General, Aizu Development Bureau
2013 Retired from Fukushima Prefectural Government Office2013 Permanent Secretary, Fukushima Federation of Societies ofCommerce and Industry and Managing Director, The
Fukushima Chamber of Commerce & Industry(until May 2022)

Number ofcommonshares of the
Bank held―(Significant concurrent positions)―[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
Mr. Hiroshi Ishii has held several important positions in Fukushima Prefecture for years, including Senior Policy
Administrator, Commerce, Industry and Labour Department and Director General, Aizu Development Bureau,and Managing Director of the Chamber of Commerce & Industry. He has contributed to the development of thebusiness community in the prefecture. The Bank expects Mr. Ishii to provide supervision and advice on businessexecution based on his knowledge and experience and therefore nominates him as a candidate for Outside
Director. Accordingly, the Bank expects that after his election, he will provide supervision and advice on
business execution based on his specialized knowledge. In addition, although Mr. Ishii has no experience incorporate 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 manner based on the above reasons.

13

No.

Name
(Date of birth)

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

1981
1999
2005
2008

Apr.

2010

Jul.

2012

Apr.

2015

Hidenori Shinohara Jul.
(Dec. 3, 1958)

2015[New appointment][Outside Director]

7

Jul.

2017

Apr.

2019

Jul.
Dec.
Jan.

2021
2022
2023

Joined SUMITOMO LIFE INSURANCE COMPANY
General Manager, HANSHIN Branch Office
General Manager, FUKUOKA Branch Office
Executive Officer and General Manager, ComplianceControl Department
Managing Executive Officer and General Manager,
Accounting Department in charge of Medicare Life
Director and Managing Executive Officer in charge of
Agency Marketing Department, Agency Sales Support
Department, Agency Administration Department, andFinancial Institutions Relationships Department
Director and Senior Managing Executive Officer in chargeof Agency Marketing Department, Agency Sales Support
Department, Agency Administration Department, Financial
Institutions Relationships Department, and Information
Systems Department
Senior Managing Executive Officer in charge of Agency
Marketing Department, Agency Sales Support Department,
Agency Administration Department, Financial Institutions
Relationships Department, and Information Systems
Department
Director, Senior Managing Executive Officer, andRepresentative Executive Officer in charge of Corporate
Planning Department, Product Department, Personnel
Planning Department, and Information Systems Department
Director and Deputy President & Executive Officer(Representative Executive Officer) in charge of Corporate
Planning Department, Personnel Planning Department,
Next Business Planning Department, and Information
Systems Department
Special Advisor (until Dec. 2022)
Director, Advance Create Co., Ltd. (to the present)
Chairman, SBI NEO FINANCIAL SERVICES Co., Ltd.
(to the present)

Number ofcommonshares of the
Bank held―(Significant concurrent positions)
Director, Advance Create Co., Ltd.
Chairman, SBI NEO FINANCIAL SERVICES Co., Ltd.

[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
After joining SUMITOMO LIFE INSURANCE COMPANY, Mr. Hidenori Shinohara served as an executive
officer overseeing agency sales-related departments for many years. Moreover, as Director, he has extensive
knowledge and experience in corporate management, responsible for Corporate Planning Department, Next
Business Planning Department, and Information Systems Department. The Bank expects Mr. Shinohara toprovide supervision and advice on business execution based on his knowledge and experience and therefore
nominates him as a candidate for Outside Director. Accordingly, the Bank expects that after his election, he will
provide supervision and advice on business execution based on his specialized knowledge.
(Notes)1.
2.

3.

There are no special interest relationships between each candidate and the Bank.
The Bank has concluded an agreement with the candidate for Outside Director, Ms. Yumiko Nihei, in accordance with
Article 427, Paragraph 1 of the Companies Act and the Bank’s Articles of Incorporation to limit her 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 she is reappointed and assumes office as
Director, the Bank is scheduled to continue the agreement with her. If Mr. Hiroshi Ishii and Mr. Hidenori Shinohara are
appointed and assume office as Director, the Bank is scheduled to conclude a limited liability agreement with them.
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

14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. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara are candidates for Outside Director. Ms. Yumiko
Nihei has been submitted to the Tokyo Stock Exchange as an Independent Director based on the definitions of said
Exchange. If she is elected at this General Meeting, she is scheduled to continue to be an Independent Director. If Mr.
Hiroshi Ishii is elected at this General Meeting, he is scheduled to be an Independent Director based on the definitionsof said Exchange.
5. The term of office of Ms. Yumiko Nihei as Outside Director of the Bank will be seven years at the conclusion of this
General Meeting.
6. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara have not been business executors or executives of
the Bank or its subsidiaries.
7. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara are not parent companies, etc., of the Bank, andwere not parent companies, etc., of the Bank within the past 10 years.
8. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara 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. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara 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. Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Hidenori Shinohara 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. Ms. Yumiko Nihei, Mr. Hiroshi Ishii and Mr. Hidenori Shinohara 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.

15

(Reference)

Director Skill Matrix at the Conclusion of this General Meeting
The following illustrates the composition of the Directors of the Bank subject to shareholder approval of
Proposal 2 in this General Meeting of Shareholders.
[Director]
Name

Takahiro Kato
Akinori Sato
Takenori Suzuki
Toshihiko Sato

Current
position

Corporate
management/
Management
strategy

Sales/
MarketingLegalaffairs/
Compliance

Human
resourcesdevelopment/
Diversity

Corporate
examination/
Corporate
support

DX/IT

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

DirectorandPresident
Managing
Director
Managing
Director
Director[Outside Director]
Name

Corporate
management/
Management
strategy

Sales/Marketing

Yumiko Nihei
Hiroshi Ishii●

Hidenori Shinohara●

Legal affairs/
Compliance

Human resources
development/
Diversity

Local economy

●

●

●

●
●

●

(Note) The charts above do not indicate all of the skills and areas of expertise possessed by each Director.

16●

Proposal 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:

No.

Name
(Date of birth)

Past experience and positions at the Bank
Oct.
Apr.
Feb.
Jul.
Oct.
Apr.

Akihiro Konno(Oct. 8, 1975)[New appointment][Outside Director][Independent Director]

Apr.

Apr.
Jul.

1

Jul.
Apr.

2004 Registered as an attorney (Fukushima Bar Association)2008 Opened Konno Law Office2009 Committee Member, Fukushima Prefectural Joint
Male-Female Committee (until February 2013)2012 Council Member, Fukushima Prefectural Consumer Affairs
Council (until May 2015)
2015 Chairman, Fukushima Dispute Coordinating Committee(Fukushima Labour Bureau) (until March 2021)
2016 Committee Member (Acting Chairman), Date City Bid
System Supervision Committee (to the present)2016 Vice President, Fukushima Bar Association and General
Manager of Fukushima Branch
Director, Tohoku Federation of Bar Associations (until
March 2017)2019 Committee Member, Fukushima City Medical Safety
Promotion Committee (until March 2023)
2019 Human Rights Volunteer (Fukushima District Legal Affairs
Bureau) (to the present)
2020 Chairman, Fukushima Prefectural Construction Dispute
Review Board (until June 2022)
2022 President, Fukushima Bar Association and Governor, Japan
Federation of Bar Associations (until March 2023)

Number ofcommonshares of the
Bank held─(Significant concurrent positions)
General Manager and attorney, Konno Law Office[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
In addition to his legal expertise and experience as an attorney, Mr. Akihiro Konno has held
several public positions, including Chairman of the Fukushima Dispute Coordinating
Committee and President of the Fukushima Bar Association. The Bank expects that he will
utilize his knowledge and experience in auditing and therefore nominates him as a candidate for
Outside Audit & Supervisory Board Member. In addition, although Mr. Konno has noexperience in corporate management other than serving as Outside Director or Outside Audit
and Supervisory Board Member, the Bank has judged that he will be able to fulfill duties of
Outside Audit & Supervisory Member in an appropriate manner based on the above reasons.
(Notes)
1.
2.
3.

4.

There are no special interest relationships between the candidate and the Bank.
Mr. Akihiro Konno 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.
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 outline of the agreement is that when they,as Outside Audit and Supervisory Board Members, become liable as stipulated in Article 423, Paragraph 1 of theCompanies 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 they act in good faithand are in the absence of gross negligence.
If Mr. Akihiro Konno’s election is approved at this General Meeting, the Bank is scheduled to conclude the above
liability limitation agreement with him.
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. The candidate

17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.
5. Mr. Akihiro Konno has not been a business executor or executive of the Bank or its subsidiaries.
6 Mr. Akihiro Konno is not a parent company, etc., of the Bank, and was not a parent company, etc., of the Bank within
the past 10 years.
7. Mr. Akihiro Konno 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 10 years.
8 Mr. Akihiro Konno 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. Akihiro Konno is not a spouse, relative within the third degree, or an 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. Akihiro Konno 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.

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(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 than 10 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.

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