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, theoriginals shall prevail. The Bank assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translations.

(Securities Code: 8562)
May 30, 2024
(Commencement Date of Electronic Provision Measures: May 28, 2024)
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 158TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to notify you that the 158th 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, and posted Matters to be Provided Electronically to its internet website.
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).
TSE (Listed Company Search) website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website and enter and search for “the Fukushima Bank” or securities code “8562(single-byte characters),” and select “Basic information” followed by “Documents for public inspection/PR
information” to review.
If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review and consider the “Reference Documents for the General Meeting of Shareholders” statedin the Matters to be Provided Electronically, and kindly exercise your voting rights by 5:00 p.m. on
Monday, June 24, 2024, Japan time.
1. Date and Time:

Tuesday, June 25, 2024 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 158th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Consolidated Financial Statements for the Bank’s 158th Fiscal Year (from
April 1, 2023 to March 31, 2024) and results of audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board

1

Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Reduction of Legal Capital Surplus and Legal Retained Earnings
Proposal 3:
Election of Seven (7) Directors
Proposal 4:
Election of Two (2) Audit & Supervisory Board Members
Proposal 5:
4. Information on Exercise of Voting Rights, etc.
You can exercise your voting right through either of the following methods:
If you plan to attend the When attending the Meeting, please submit the enclosed Voting Rights Exercise
Meeting
Form at the reception desk of the Bank’s head office on the day of the Meetingfor confirmation.
Date/time: Tuesday, June 25, 2024 at 10:00 a.m. Japan time (Reception starts at
9:00 a.m.)
Exercise of Voting Rights Please indicate your vote for or against the proposals on the enclosed Votingin Writing
Rights Exercise Form and return it.
Exercise deadline: Arrival by Monday, June 24, 2024 at 5:00 p.m. Japan time
Exercise of Voting Rights Please access the Bank’s designated voting website, follow the instructions on
via Electromagnetic Means the voting website, and indicate your vote for or against the proposals(the Internet, etc.)
Exercise deadline: By Monday, June 24, 2024 at 5:00 p.m. Japan time(1)
If your Voting Rights Exercise Form does not indicate your vote for or against each proposal,
your vote will be deemed to be in favor of the proposal.
(2)
If you cast your votes by both the Voting Rights Exercise Form and via the Internet, the Bank
will consider your vote cast via the Internet to be valid.
(3)
If you cast your votes more than once via the Internet, the Bank will consider the last vote to bevalid.

2

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. We also ask that you bringthis Notice of Convocation with you to conserve resources.
In this General Meeting of Shareholders, regardless of whether a request for physical documents is made,the Bank will without exception deliver a physical document containing the Matters to be Provided
Electronically to all shareholders.
Of the Matters to be Provided Electronically, the following matters are not included in the physicaldocuments in accordance with laws and regulations and the Bank’s Articles of Incorporation. The Audit& Supervisory Board Members and the Accounting Auditor have audited the documents to be audited,
including the following.
� Notes to the Non-consolidated Financial Statements
� Notes to the Consolidated Financial Statements
� The following matters in the Business Report� “Systems to Ensure the Appropriateness of Business and Operational Status of the Systems”
If there are any updates to the Matters to be Provided Electronically, details of the updates will be posted
to the listed respective websites.

3

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
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 158th 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: ¥139,868,130(3) Effective date of dividends of surplus
June 26, 2024

4

Proposal 2: Partial Amendments to the Articles of Incorporation1.

Objective of Amendments
To perform financial intermediary functions in a smooth and sustained manner in the community,
considering market conditions and other factors surrounding the Bank, and from the perspective of ensuringflexibility and mobility in terms of future medium- and long-term capital and financial strategies, the Bank
will add various provisions to allow the issuance of Class B Preferred Shares as a new class of stock as one
option for a future capital strategy, as follows.
The Articles of Incorporation stipulate only the outline of parts of the contents of the Class B Preferred
Shares, and the details are to be determined by the Board of Directors.
(1) In order to add Class B Preferred Shares as a new class of stock, the total number of authorized classshares of Class B Preferred Shares will be newly added to Article 5 of the current Articles ofIncorporation, and the total number of authorized class shares of common stock will also be increased toprepare for acquisition in exchange for delivery of common stock.
(2) In Chapter 2-3 of the Proposed Amendment, provisions regarding Class B Preferred Shares will be
added, and other necessary changes will be made.
2.

Contents of Amendments
The contents of the amendments are as follows.
(Underlines indicate amended sections)
Proposed amendments
Article 1 - Article 4(No Change)

Current Articles of Incorporation
Article 1 - Article 4(Article Omitted)
Chapter 2 Stock

Chapter 2 Stock

Article 5 (Total Number of Authorized Shares / Total Article 5 (Total Number of Authorized Shares /Number of Authorized Class Shares)
Total Number of Authorized Class Shares)
The total number of authorized shares of the
The total number of authorized shares of the
Bank shall be 90 million shares, the total number
Bank shall be 112 million shares.
of authorized class of common stock shall be 90 2. The total number of authorized class shares of
million shares, and the total number of authorized
the Bank shall be 112 million shares, theclass of Class A Preferred Shares shall be 90
authorized class of Class A Preferred Shares shallmillion shares.
be 90 million shares. and Class B Preferred
Shares shall be 10 million shares.
Article 6(Article Omitted)

Article 6(No Change)

Article 7 (Number of Shares per Unit)
Article 7 (Number of Shares per Unit)
The number of shares per unit of common
The number of shares per unit of all classes
stock and Class A Preferred Shares of the Bankof shares of the Bank shall be 100 shares,
shall be 100 shares, respectively.
respectively.
Article 8 - Article 12(Article Omitted)

Article 8 - Article 12

Chapter 2-2 Preferred Shares
Article 12-2 - Article 12-9

(No Change)

Chapter 2-2 Class A Preferred Shares
Article 12-2 - Article 12-9

(Article Omitted)(No Change)�Newly established�

Chapter 2-3 Class B Preferred Shares

�Newly established�

Article 12-10 (Class B Preferred Dividends)
When the Bank pays a dividend of surplus
provided for in Article 50, it shall pay a cash
dividend (“B Class Preferred Dividend”) to
shareholders holding Class B Preferred Shares(“Class B Preferred Shareholders”) or the5registered pledgees of Class B Preferred Shares(“Class B Preferred Share Registered Pledgees”)
appearing or recorded in the final shareholders’register as of the record date pertaining to such
dividend of surplus, in an amount equal to theamount paid per share of Class B Preferred
Shares (however, Class B Preferred Shares will
be adjusted appropriately in case of a stock split,
gratis allotment, reverse stock split or similar
event.) multiplied by the annual dividend rate
determined by resolution of the Board of
Directors prior to the issuance of the Class B
Preferred Shares, prior to shareholders holding
common shares (“Common Shareholders”) andthe registered pledgees of common shares(“Common Share Registered Pledgees”). The
annual dividend rate shall be no more than 8%.
However, if Class B Preferred Interim Dividends
provided for in Article 12-11 were paid to Class
B Preferred Shareholders or Class B Preferred
Share Registered Pledgees in the business year towhich the relevant record date belongs, theamount of such dividends shall be deducted.
2. If the amount of dividends of surplus to be paid
to Class B Preferred Shareholders or Class B
Preferred Share Registered Pledgees in a given
business year does not reach the amount of Class
B Preferred Dividends, such shortfall shall not be
accumulated from the following business year.
3. No dividends from surplus in excess of theamount of Class B Preferred Dividends will be
paid to Class B Preferred Shareholders or Class
B Preferred Share Registered Pledgees.
However, this shall not apply to dividends ofsurplus provided for in Article 758, Item 8(b) or
Article 760, Item 7(b) of the Companies Act ordividends of surplus provided for in Article 763,
Item 12(b) or Article 765, Paragraph 1, Item 8(b)of the Act, which are made in the absorption-type
split procedures conducted by the Bank, or in theincorporation-type split procedures conductedby the Bank.
�Newly established�

Article 12-11 (Class B Preferred Interim Dividend)
When the Bank pays the interim dividend
provided for in Article 51, it shall pay cash up to
one-half of the amount of the Class B Preferred
Dividends per share of Class B Preferred Sharesto the Class B Preferred Shareholders or Class B
Preferred Share Registered Pledgees appearing
or recorded in the final shareholders’ register asof the record date pertaining to such interim
dividend (“Class B Preferred Interim
Dividend”), prior to Common Shareholders andCommon Share Registered Pledgees.

6�Newly established�

Article 12-12 (Distribution of Residual Assets toClass B Preferred Shareholders)
When distributing residual assets, the Bank
shall pay to Class B Preferred Shareholders orClass B Preferred Share Registered Pledgees,
prior to Common Shareholders and Common
Share Registered Pledgees, an amount per Class
B Preferred Share determined by a resolution of
the Board of Directors prior to the issuance ofClass B Preferred Shares based on the amountequivalent to the amount to be paid per share ofClass B Preferred Share.
2. No distribution of residual assets will be made toClass B Preferred Shareholders or Class B
Preferred Share Registered Pledgees, other thanas provided in the preceding paragraph.

�Newly established�

Article 12-13 (Voting Rights of Class B Preferred
Shareholders)Class B Preferred Shareholders may not
exercise their voting rights at the General
Meeting of Shareholders with respect to allmatters.

�Newly established�

Article 12-14 (Acquisition Clause with Cash
Consideration)
The Bank may, to the extent permitted by law,acquire all or part of the Class B Preferred Shares
upon the arrival of a date separately determinedby the Board of Directors in the case that an
event determined by resolution of the Board of
Directors occurs prior to the issuance of the Class
B Preferred Shares. In this case, the Bank shalldeliver the property provided for in the following
paragraph to the Class B Preferred Shareholders
in exchange for the acquisition of such Class B
Preferred Shares.
When acquiring a portion of the Class B
Preferred Shares, the pro rata proportionate
method shall be used.
2. In exchange for the acquisition of the Class B
Preferred Shares, the Bank shall deliver, for eachshare of Class B Preferred Shares, a monetaryamount determined by a resolution of the Boardof Directors prior to the issuance of the Class B
Preferred Shares based on the amount equivalent
to the amount paid for the Class B Preferred
Shares.

�Newly established�

Article 12-15 (Acquisition Clause with Common
Shares as Consideration)
On a date separately determined by the Boardof Directors prior to the issuance of the Class B
Preferred Shares, the Bank shall acquire all Class
B Preferred Shares that, up until that date, it had
not yet acquired. In this case, in exchange foracquiring the Class B Preferred Shares, the Bank
shall provide to each Class B Preferred
7

Shareholder the number of common sharesobtained by multiplying the number of Class B
Preferred Shares held by the amount equal to theamount to be paid in per Class B Preferred Share(however, Class B Preferred Shares will be
adjusted appropriately in case of a stock split,
gratis allotment, reverse stock split or similar
event.) divided by the market price of commonshares. The details for this shall be determined bya resolution of the Board of Directors prior to theissuance of Class B Preferred Shares. The Boardof Directors may determine the method of
calculation of the maximum number of shares ofcommon stock to be delivered. Any fraction ofless than one share of common stock to bedelivered in exchange for the acquisition of Class
B Preferred Shares shall be handled inaccordance with Article 234 of the Companies
Act.
�Newly established�

Article 12-16 (Stock Split or Reverse Stock Split
and Gratis Allotment of Shares)
When the Bank splits or consolidates shares,
it shall do so at the same time and in the same
proportions for each class of common stock andClass B Preferred Shares.
2. When the Bank conducts a gratis allotment ofshares, it shall conduct a gratis allotment ofshares of each class of common stock and Class
B Preferred Shares at the same time and in thesame proportion.

�Newly established�

Article 12-17 (General Meeting of Class
Shareholders)
If the Bank performs any of the acts listed ineach item of Article 322, Paragraph 1 of theCompanies Act, a resolution of a General
Meeting of Class Shareholders, of which theClass B Preferred Shareholders are members, is
not required, except as otherwise stipulated bylaw.

�Newly established�

Article 12-18 (Transfer Restrictions)
The acquisition of Class B Preferred Sharesby way of a transfer requires approval of theBank’s Board of Directors

�Newly established�

Article 12-19 (Order of Precedence)
The order of payment in the distribution ofpreferred dividends, preferred interim dividends
and residual assets with respect to the Class A
Preferred Shares and Class B Preferred Sharesshall be in the same order.

Article 13 - Article 52(Article Omitted)

Article 13 - Article 52

8(No Change)Proposal 3: Reduction of Legal Capital Surplus and Legal Retained Earnings
To ensure the mobility and flexibility of future capital policies, the Bank proposes to reduce the amountof legal capital surplus and legal retained earnings pursuant to Article 448, Paragraph 1 of the Companies
Act, and requests the approval of shareholders to transfer the entire amount of legal capital surplus to be
reduced to other capital surplus and the entire amount of legal retained earnings to be reduced to retained
earnings brought forward.
Such decrease in the amount of legal capital surplus and legal retained earnings is accounted for as atransfer between accounts in net assets and has no impact on the Bank’s performance.
1. The amount of legal capital surplus and legal retained earnings that should be reduced
Legal capital surplus
555,000,000 yen
Legal retained earnings 492,000,000 yen
2. Effective date for reduction of legal capital surplus and legal retained earnings
July 30, 2024

9

Proposal 4: 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.

Current positions andresponsibilities at the Bank

Name

[Male]

Director and President(Representative Director)

100%(20/20)[Male]

Managing Director(Representative Director)

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

100%(20/20)

Director, General Manager,
Operations Headquarters,
General Manager, Credit
Department and General
Manager, Credit Control

100%(20/20)

Director

100%(20/20)

Director

100%(16/16)

1[Reappointment]

Takahiro Kato

2

[Reappointment]

Akinori Sato3

[Reappointment]

4

5

6

7

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

Attendance atBoard of Directors
meetings[Male]

Takenori Suzuki[Male]

Toshihiko Sato

[Female]Yumiko Nihei[Male]

Hiroshi Ishii[Male]

─

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

10

―

No.

Name
(Date of birth)

Takahiro Kato
Dec. 2, 1956 (67)

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

Jun.
Attendance at Board Jun.
of Directors meetings Jun.
100% (20/20)
Jun.

1Years served as
Director
6 years[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

52,500shares(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.

11

No.

Name
(Date of birth)

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

Akinori Sato
Apr. 19, 1956 (68)

2

May

Apr.
Attendance at Boardof Directors meetings
Oct.
100% (20/20)
Jul.
Jul.
Years served as
Jun.
DirectorJun.
9 years[Reappointment]

Jun.
Jun.
May

1980 Joined the Bank
2000 Branch Manager, Taira-higashi Branch2001 Branch 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 Branch Manager, Soma Branch2007 Branch Manager, Nihonmatsu Branch2009 Branch Manager, Aizu Branch2012 Branch 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)(Significant concurrent positions)―

Number ofcommonshares of the
Bank held

27,700shares[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.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Bank

Apr.
Oct.
Takenori Suzuki
Jun. 17, 1966 (58) Jun.
Apr.
Attendance at Board Aug.
of Directors meetings Apr.
Jun.
100% (20/20)

3Years served as
Director
4 years[Reappointment]

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 Branch 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

12,000shares(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.

13

No.

Name
(Date of birth)

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

Toshihiko Sato
Jul. 30, 1968 (55)

Apr.
Mar.
Apr.
Aug.
Jun.

Attendance at Boardof Directors meetings
Jun.
100% (20/20)

4Years served as
Director
6 years[Reappointment]

Jun.
Jun.
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)(Significant concurrent positions)―

Number ofcommonshares of the
Bank held

12,600shares[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 theBank, 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.

14

No.

Name
(Date of birth)

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

Yumiko Nihei
Aug. 31, 1950 (73)

Apr.
Apr.

Attendance at Boardof Directors meetings
100% (20/20)
Oct.
Years served as
Director
8 years
5[Reappointment][Outside Director][Independent Director]

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)(Significant concurrent positions)―

Number ofcommonshares of the
Bank held

13,700shares[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, and therefore the Bank continues to nominate
her as a candidate for Outside Director. The Bank 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 or
Outside Audit & Supervisory Board Member, the Bank has judged that she will be able to fulfill duties of
Outside Director in an appropriate manner based on the above reasons.

15

No.

Name
(Date of birth)

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

Hiroshi Ishii
Sep. 1, 1955 (68)

Apr.

Attendance at Board Apr.
of Directors meetings
100% (16/16)
Apr.
Years served as
Director
1 year6[Reappointment][Outside Director][Independent Director]

Apr.
Oct.
Nov.

Jun.

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)
2023 Director, the Bank (to the present)(Significant concurrent positions)―

Number ofcommonshares of the
Bank held

1,600
shares[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 hopes to have Mr. Ishii provide supervision and advice on
business execution based on his knowledge and experience and therefore continues to nominate him as a
candidate for Outside Director. Accordingly, the Bank expects that after his election, he will continue to provide
supervision and advice on business execution based on his above specialized knowledge and experience. In
addition, although Mr. Ishii has no experience in corporate management other than serving as Outside Director or
Outside Audit & Supervisory Board Member, the Bank judged that he will be able to fulfill duties of Outside
Director in an appropriate manner based on the above reasons.

16

No.

Name
(Date of birth)
Apr.
Jul.

1989
2002

Jul.

2005

Apr.

2006

Jun.

2008

Jun.

2011

Attendance at Board Sep.
of Directors meetings
－
Jun.

2012

Junichiro Takeuchi
Jul. 21, 1966 (57)

Years served as
Director－ years
7

Past experience, positions and responsibilities at the Bank

[New appointment][Outside Director]

2014

Jun.
Aug.

2015
2017

Jul.

2020

Apr.

2022

Jan.
Feb.

2023
2023

Joined the Bank of Japan
Planning Officer, Personnel Division, Personnel andCorporate Affairs Department
Planning Officer, Economic Research Division, Researchand Statistics Department
Planning Officer, General Manager, Price Statistics
Division, Research and Statistics Department
Chief Forecaster, Short-Term Economic Forecast Group,Japan Center for Economic Research
Planning Officer, International Research Division,
International Department, Director, Investment Market
Group
Director, International Research Division, International
Department
Director, Councilor, International Research Division,
International Department
Branch Manager, Kumamoto Branch
Councilor, Financial System and Bank Examination
Department, in charge of regional finance
Senior Examiner, Financial System and Bank Examination
Department
Head of Center for Advanced Financial Technology in the
Financial System, Financial System and Bank Examination
Department
Retired from the Bank of Japan
Advisor, SBI Holdings, Inc. (to the present)
Senior Managing Executive Officer, SBI NEO
FINANCIAL SERVICES Co., Ltd. (to the present)

Number ofcommonshares of the
Bank held－ shares(Significant concurrent positions)
Joined SBI Holdings, Inc.
Senior Managing Executive Office, SBI NEO FINANCIAL SERVICES Co., Ltd.

[Reasons for nomination as a candidate for Outside Director and outline of expected duties]
After joining the Bank of Japan, Mr. Junichiro Takeuchi served in various positions including Director,
International Research Division, International Department, and also as the Kumamoto Branch Manager. At the
Financial System and Bank Examination Department, he was in charge of regional finance and the Head ofCenter for Advanced Financial Technology in the Financial System, and has a wide range of high-levelknowledge and experience in regional finance. The Bank hopes to have Mr. Takeuchi provide supervision andadvice 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 andadvice on business execution based on his above specialized knowledge and experience.

(Notes)
1.
2.

3.

4.

There are no special interest relationships between each candidate and the Bank.
The Bank has concluded an agreement with the Outside Director candidates Ms. Yumiko Nihei and Mr. Hiroshi Ishii in
accordance with Article 427, Paragraph 1 of the Companies Act and the Bank’s Articles of Incorporation to limit their
liability as specified in Article 423, Paragraph 1 of the Companies Act at 15 million yen or the minimum amount ofliability as stipulated in Article 425, Paragraph 1 of the Companies Act, whichever is higher. If these two candidates
are reappointed and assume office as Director, the Bank is scheduled to continue the agreement with both of them. In
addition, if Mr. Junichiro Takeuchi is appointed, the Bank plans to conclude the same limited liability agreement withhim.
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.
Ms. Yumiko Nihei, Mr. Hiroshi Ishii, and Mr. Junichiro Takeuchi are candidates for Outside Director. Ms. Yumiko
Nihei and Mr. Hiroshi Ishii have been submitted to the Tokyo Stock Exchange as Independent Directors based on the

17

5.

definitions of said Exchange. If they are elected as originally proposed, they are scheduled to continue to be
Independent Directors.
There are no matters to be stated in the proposals regarding the election of Directors, as stipulated in Article 74 of theRegulations for Enforcement of the Companies Act, other than those stated above.

18

Proposal 5: Election of Two (2) Audit & Supervisory Board Members
The terms of office of Audit & Supervisory Board Members Mr. Takashi Yanai and Mr. Kazuo Suzuki
will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of two (2)Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has approved this Proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Past experience and positions at the Bank

Apr.
Apr.
Mar.
Jul.
Attendance at Board
Apr.
of Directors
Apr.
meetings
Apr.
100% (20/20)
Aug.
Jun.
Years served as
Audit & Supervisory
Jun.
1
Board MemberJun.
4 years
Takashi Yanai
Feb. 6, 1959 (65)

[Reappointment]

1982 Joined the Bank
2004 Team Leader, Corporate Planning Team2006 Team Leader, Business Development Team2009 General Manager, Risk Management Office2010 General Manager, Sales Planning Office2012 Branch Manager, Omiya Branch2014 General Manager, Administration Control Office2015 General Manager, Administrative Planning Department
2016 Executive Officer and General Manager, Administrative
Headquarters
2017 Director and General Manager, Administrative Headquarters
20200Standing Audit & Supervisory Board Member (to thepresent)(Significant concurrent positions)―

Number ofcommonshares of the
Bank held

32,543
shares[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Takashi Yanai has served in positions such as Team Leader of Corporate Planning Team, General
Manager of Sales Planning Office, and as Director, General Manager of the Administrative Headquarters.
Therefore, the Bank continues to nominate him as a candidate for the position of Audit & Supervisory Board
Member so that he can utilize his wide knowledge and experience in audits of management of the Bank,
gained as a standing Audit & Supervisory Board Member from June 2020.

19

No.

Name
(Date of birth)

Past experience and positions at the Bank
Apr.

Kazuo Suzuki
Jan. 6, 1959 (65)

Jul.

Apr.
Attendance at Board Apr.
Dec.
of Directors
meetings
Sep.
100% (20/20)
May
Years served as
Audit & Supervisory
Jun.
Board Member
4 years2
Aug.
[Reappointment][Outside Director][Independent Director]

1981 Joined Tokyo Office of Showa Audit Corporation(currently Ernst & Young ShinNihon LLC)
1984 Joined Sendai Office of Tohmatsu & Aoki Audit
Corporation (currently Deloitte Touche Tohmatsu LLC)
1986 Joined Fukushima Office of Ernst & Young ShinNihon LLC
2010 Comprehensive External Auditor, Fukushima Prefecture2017 Established Kazuo Suzuki Certified Public Accountant
Office (to the present)2018 Audit & Supervisory Board Member, Fukushima Innovation
Coast Framework Promotion Organization (to the present)
2020 Director and Audit and Supervisory Committee Member,
Alleanza Holdings Co., Ltd. (to the present)
2022 Vice Chairman, The Japanese Institute of Certified Public
Accountants Tohoku Chapter (to the present)
2023 Representative Employee, Shinwa Tax Consultant (to thepresent)

Number ofcommonshares of the
Bank held

2,800
shares(Significant concurrent positions)
Director, Audit and Supervisory Committee Member, Alleanza Holdings Co., Ltd.
Representative Employee, Shinwa Tax Consultant[Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member]
Mr. Kazuo Suzuki has worked at audit Corporations for a long period time. During such period, he has servedin positions such as Accounting Auditor of a listed company in Fukushima Prefecture and Comprehensive
External Auditor of Fukushima Prefecture. In 2017 he established Kazuo Suzuki Certified Public Accountant
Office. The Bank therefore wishes to utilize this wide and advanced knowledge and experience, etc. in auditsof management of the Bank. In addition, although Mr. Suzuki has no experience in corporate management,
the Bank has judged that he will be able to fulfill duties of Outside Audit & Supervisory Board Member in an
appropriate manner based on the above reasons.

(Notes)
1.
2.

3.

4.
5.

There are no special interest relationships between the candidates and the Bank.
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 this proposal for Mr. Kazuo Suzuki’s election is approved, the Bank is scheduled to continue 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. 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.
Mr. Kazuo Suzuki, a candidate for Outside Audit & Supervisory Board Member, has been submitted to the Tokyo
Stock Exchange as an Independent Director based on the definitions of said Exchange. If he is elected at this General
Meeting of Shareholders as originally proposed, he is scheduled to continue to be an Independent Director.
There are no matters to be stated in the agenda regarding the election of Audit & Supervisory Board Members as
stipulated in Article 76 of the Regulations for Enforcement of the Companies Act, other than those stated above.

20

(Reference)

Board of Directors Skill Matrix at the Conclusion of this General Meeting of Shareholders
If the candidates listed in this convocation notice are elected as originally proposed the composition of theBoard of Directors is scheduled to be as follows.
Name

Corporate
Human
Corporate
resources
examination/
Current position management/ Sales/ Legal affairs/ Finance/
Management Marketing Compliance accounting development/
Corporate
strategy
Diversity
supportRepresentative
Director andPresident
Representative
Director andAkinori SatoManaging
Director
Managing
Director andGeneralTakenori Suzuki
Manager,
Planning
Headquarters
Director,
GeneralManager,
Toshihiko Sato
Operations
Headquarters
Takahiro Kato

Local
economy

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Yumiko Nihei Outside Director●●

Hiroshi Ishii Outside Director

●

●

●

Junichiro
Takeuchi●●●Outside Director

DX/IT

●

●
●

●

●

Audit &
Supervisory
●
●
●
●
●
●
●
Board Member
Outside Audit &Kazuo Suzuki Supervisory●●●●
Board Member
Outside Audit &Akihiro Konno Supervisory●●●●
Board Member(Note) The charts above do not indicate all of the skills, experience, and knowledge possessed by each officer.
Takashi Yanai

21

(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.

22