This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 5707
June 7, 2016

To our shareholders:
Tatsuya Tejima

Representative Director and President

Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 117TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to extend our heartfelt sympathy to all those affected by the 2016 Kumamoto Earthquake.
You are cordially invited to attend the117th Ordinary General Meeting of Shareholders of Toho Zinc Co.,
Ltd. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal
mail. Please indicate your approval or disapproval of the proposals on the enclosed voting form
after reviewing the attached Reference Documents for the General Meeting of Shareholders, andreturn it by postal mail to reach us no later than 5:40 p.m., Tuesday, June 28, 2016 (Japan Standard
Time).

Meeting Details
1.

Date and time:

Wednesday, June 29, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Tekko Conference Room (Tekko Building, South Tower 4th Floor)
1-8-2 Marunouchi, Chiyoda-ku, Tokyo

The venue for the General Meeting of Shareholders has changed to that given above as a result of
the relocation of the Company Head Office from Chuo-ku, Tokyo to Chiyoda-ku, Tokyo in
January 2016. Please refer to the venue map at the end of this Notice when coming to the venue(This only applies to those who received the Japanese version of this Notice).
3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 117th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 117th Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of seven (7) Directors
Proposal 3: Election of one (1) Audit & Supervisory Board Member
Proposal 4: Election of two (2) substitute Audit & Supervisory Board Members-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows:
Year-end Dividends
The Company’s basic policy is to pay dividends while comprehensively taking into account thebusiness performance, business environment surrounding the Group, internal reserves for future businessdevelopment, maintenance of stable dividends and other factors. However, there was a substantial
unavoidable loss in the business performance for the current term compared to the previous term, and it
is expected that there will continue to be difficult circumstances in the business environment moving
forward.
Therefore, in consideration of these circumstances, although the Company realizes that this is asking
much of its shareholders, year-end dividends for the current term will decrease by ¥2 from the previous
year to ¥5 per share, as shown below. The Company sincerely asks for understanding in regard to thismatter.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥5 per common share of the Company

Total amount: ¥678,977,670(3) Effective date of dividends of surplus
June 30, 2016

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Proposal 2:

Election of seven (7) Directors

The Company’s Articles of Incorporation stipulates that the term of office of the Company’s Directors is
one year. Accordingly, the terms of office of all seven (7) currently serving Directors will expire at theconclusion of this meeting. In that regard, the Company proposes to elect seven (7) Directors.
The candidates for Director are as follows:
Candidate
No.

1

2

Name
(Date of Birth)

Tatsuya Tejima(July 12, 1946)

Tsutomu Imai
(December 16, 1953)

Career Summary, Position and Responsibility in the Company, andSignificant Concurrent Positions Outside the Company
Apr. 1969

Joined the Company

Mar. 1996

General Manager of Sales Department and Raw
Material Department, Metal and Chemical Products
Business Division

Mar. 1998

Deputy General Manager of Metal and Chemical
Products Business DivisionJun. 1999

Director, Deputy General Manager of Zinc and Lead
Business DivisionJun. 2001

Executive Officer, General Manager of Zinc andLead Business Division

Jan. 2002

Managing Executive Officer, General Manager ofZinc and Lead Business DivisionJun. 2002

Managing Director and Managing Executive Officer,
General Manager of Zinc and Lead Business
Division

Jun. 2005

Senior Managing Director and Senior Managing
Executive Officer, General Manager of Zinc andLead Business Division and Procurement Control
Department

Jun. 2006

Director and President and COO, General Manager
of Zinc and Lead Business DivisionJun. 2008

Director and President(current position)

Apr. 1977

Joined the Company

Mar. 2002

General Manager of Technology Department,
Technology and Development DivisionJun. 2010

Executive Officer, General Manager of Technology
and Development Division, and Team Leader of
New Electrolysis Tank-house Construction Project

Jun. 2012

Director and Executive Officer, General Manager ofTechnology and Development DivisionJun. 2013

Director and Executive Officer, General Manager ofChigirishima Smelter and Refinery

Jun. 2014

Director and Managing Executive Officer, General
Manager of Chigirishima Smelter and Refinery(current position)(Significant Concurrent Positions Outside the Company)
President and CEO, Toho Development Engineering Co., Ltd.

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Number oftheCompany’s
SharesOwned

84,000 shares

31,000 shares

Candidate
No.

3

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company, andSignificant Concurrent Positions Outside the Company
Apr. 1980

Joined The Mitsubishi Trust and Banking
Corporation (currently Mitsubishi UFJ Trust andBanking Corporation)

Feb. 2003

Deputy General Manager of Trust Assets Planning
Division, The Mitsubishi Trust and Banking
Corporation

Oct. 2004

President, Mitsubishi Trust & Banking Corporation(U.S.A.) (currently Mitsubishi UFJ Trust & Banking
Corporation (U.S.A.))

Jun. 2008

Executive Officer, Trust Assets Planning Division,
Mitsubishi UFJ Trust and Banking Corporation
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi UFJ
Financial Group, Inc.

Masaaki Yamagishi(February 2, 1958)
Jun. 2011

Executive Officer, Administration Division, theCompany

Jun. 2014

Director and Chief Financial Officer, Administration
Division

Jun. 2015

Director, Managing Executive Officer and Chief
Financial Officer, Administration Division (current
position)

Number oftheCompany’s
SharesOwned

19,000 shares(Significant Concurrent Positions Outside the Company)
Director, CBH Resources Ltd.

4

5

Toshio Otoba(July 14, 1952)

Kimiyasu Marusaki(October 5, 1957)

Apr. 1976

Joined the Company

Mar. 2002

General Manager of Treasury Department,
Administration DivisionJun. 2011

Executive Officer, Deputy General Manager of
Administration DivisionJun. 2012

Executive Officer, General Manager of
Administration DivisionJun. 2014

Director and Executive Officer, General Manager ofGeneral Affairs Division, Internal Audit Office, andCSR Promotion Office

May 2015

Director and Executive Officer, General Manager ofGeneral Affairs Division and CSR Promotion Office(current position)

Apr. 1980

Joined the Company

Mar. 2003

General Manager of Sales Department, Zinc andLead Business DivisionJun. 2011

Executive Officer, Deputy General Manager of Zincand Lead Business DivisionJun. 2014

Director and Executive Officer, General Manager ofZinc and Lead Business Division

Jul. 2015

Director and Executive Officer, General Manager ofZinc and Lead Business Division and Procurement
Control Department (current position)-4-

37,000 shares

19,000 shares

Candidate
No.

6

7

Name
(Date of Birth)Shunsuke Takagi(October 28, 1946)

Tsuneo Nishida(April 1, 1947)

Career Summary, Position and Responsibility in the Company, andSignificant Concurrent Positions Outside the Company
Apr. 1969

Joined Fuji Heavy Industries Ltd.

Jun. 1999

Vice President, General Manager, General
Administration Department and Real Estate
Department, Fuji Heavy Industries Ltd.

Jun. 2001

Senior Vice President, General Manager, Finance &Accounting Department, Fuji Heavy Industries Ltd.

Jun. 2003

Director of the Board and Corporate Executive Vice
President, Fuji Heavy Industries Ltd.

Jun. 2005

Representative Director of the Board, Corporate
Executive Vice President, Chief General Manager,
Strategy Development Division, Fuji Heavy
Industries Ltd.

Jun. 2009

Standing Corporate Auditor, Fuji Heavy Industries
Ltd.

Jun. 2013

Resigned as Standing Corporate Auditor, Fuji Heavy
Industries Ltd.

Jun. 2013

Director, the Company (current position)

Apr. 1970

Joined Ministry of Foreign Affairs of Japan

Aug. 1989

Counsellor, Embassy of Japan in the United States ofAmericaJul. 1998

Assistant Vice-Minister, Minister’s Secretariat,
Ministry of Foreign Affairs of Japan

Aug. 1999

Consul General, Consulate-General of Japan in Los
AngelsMar. 2001

Director-General, Economic Cooperation Bureau,
Ministry of Foreign Affairs of Japan

Sep. 2002

Deputy Vice-Minister for Foreign Policy / DirectorGeneral, Foreign Policy Bureau, Ministry of Foreign
Affairs of Japan

Aug. 2005

Deputy Minister for Foreign Affairs, Ministry ofForeign Affairs of Japan

Jan. 2007

Ambassador Extraordinary and Plenipotentiary to
Canada, served in Delegation of Japan to theInternational Civil Aviation Organization

Jun. 2010

Ambassador Extraordinary and Plenipotentiary,served in Permanent Mission of Japan to the United
Nations

Sep. 2013

Resigned from Ministry of Foreign Affairs of Japan

Jun. 2015

Director, the Company (current position)

Number oftheCompany’s
SharesOwned

7,000 shares

0 shares(Significant Concurrent Positions Outside the Company)
Specially Appointed Professor, Hiroshima University
Director, Institute for Peace Science, Hiroshima University(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Mr. Shunsuke Takagi and Mr. Tsuneo Nishida are candidates for outside Director.
3. Reasons for electing candidates for outside Director and reasons for judging a candidate who has not been
involved in the management capable of appropriately fulfilling duties as outside Director• The Company proposes to elect Mr. Shunsuke Takagi as an outside Director, judging he can provide appropriate
supervision over and advice on the execution of operations based on his knowledge and ample experience ingeneral management acquired in important posts that he held, such as Representative Director of the Board andStanding Corporate Auditor at Fuji Heavy Industries Ltd.
• The Company proposes to elect Mr. Tsuneo Nishida as an outside Director, expecting that he will utilize his
broad knowledge and insight for the Company’s general management from his global standpoint as a diplomat.
He has never been directly involved in the management of a company. However, the Company judges he willappropriately fulfill his duties as an outside Director based on the above reasons.

-5-4. A fact in violation of laws and regulations or the Articles of Incorporation and other facts of improper execution ofoperations during the term of office of a candidate for outside Director who served as an executive officer ofanother stock company in the past five years, and actions taken by the candidate to prevent the occurrence of thefact and in response to the occurrence of the fact when the candidate was an outside director or corporate auditorof that company• Fuji Heavy Industries Ltd. for which Mr. Shunsuke Takagi serviced as a Corporate Auditor, received punishment
on penalty tax from the Tokyo Regional Taxation Bureau due to its improper accounting treatment performed in
May 2012. Although he did not recognize this fact in advance, he has always endeavored to provide
recommendations on importance of compliance and internal control and develop the system to achieve them.
After the fact, he directed thorough research on this fact and prevention of any reoccurrence of improper
execution of operations.
5. Tenure as outside Director of the Company• Mr. Shunsuke Takagi is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure as outside Director will have been three years.
• Mr. Tsuneo Nishida is currently an outside Director of the Company, and at the conclusion of this meeting, his
tenure as outside Director will have been one year.
6. Summary of limited liability agreement with outside Directors• Pursuant to the provisions of Article 427, paragraph 1 of the Company’s Act, the Company has entered into anagreement with Mr. Shunsuke Takagi and Mr. Tsuneo Nishida to limit the liability for damages under Article 423,
paragraph 1 of the same Act. If their reelection is approved, the Company plans to renew this agreement withthem. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for under laws and regulations.
7. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Shunsuke Takagi and Mr. Tsuneo
Nishida have been appointed as independent officers. If their reelection is approved, the Company plans to renew
their appointment as independent officers.

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Proposal 3:

Election of one (1) Audit & Supervisory Board Member

Among the three (3) currently serving Audit & Supervisory Board Members, the term of office of Mr.
Makoto Aihara will expire at the conclusion of this meeting. Therefore, the Company proposes to elect one(1) Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of Birth)

Makoto Aihara(January 24, 1953)

Career Summary, Position in the Company, and Significant Concurrent
Positions Outside the Company
Apr. 1975

Joined The Industrial Bank of Japan, Limited

Apr. 2003

General Manager, Osaka Corporate Banking Division
No. 1, Mizuho Corporate Bank, Ltd.

Apr. 2004

Managing Executive Officer, Mizuho Trust & Banking
Co., Ltd.

Oct. 2007

Director and Deputy President, Mizuho Private WealthManagement Co., Ltd.

Apr. 2012

Director, Mizuho Private Wealth Management Co., Ltd.

May 2012

Resigned as Director, Mizuho Private WealthManagement Co., Ltd.

Jun. 2012

Audit & Supervisory Board Member, the Company(current position)

Number of theCompany’s
Shares Owned

2,000 shares(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Makoto Aihara is a candidate for outside Audit & Supervisory Board Member.
3. The Company proposes to elect Mr. Makoto Aihara as an outside Audit & Supervisory Board Member, judging hewill utilize his ample experience and broad insight acquired at financial institutions to strengthen the Company’s
audit system.
4. A fact in violation of laws and regulations or the Articles of Incorporation and other facts of improper execution ofoperations at the Company during the final term of office of a candidate for outside Audit & Supervisory Board
Member as outside Audit & Supervisory Board Member of the Company, and actions taken by the candidate toprevent the occurrence of the fact and in response to the occurrence of the fact
• In the 116th Term (fiscal year ended March 31, 2015), it was discovered that there had been improper accounting
treatment at the SOFT CALM Business Department of the Company. Although Mr. Makoto Aihara, who served
as an outside Audit & Supervisory Board Member, did not recognize this fact until it was revealed, he has always
made statements from a perspective of compliance, such as statements about development of the compliancesystem. Since the discovery of the fact, he has provided specific recommendations at the Board of Directors
meetings and other occasions from the standpoint of importance of compliance issues and prevention ofreoccurrence of such improper treatment, including a request to continue group-wide efforts to prevent any
reoccurrence of improper execution of operations.
5. Mr. Makoto Aihara is currently an outside Audit & Supervisory Board Member of the Company, and at theconclusion of this meeting, his tenure as Audit & Supervisory Board Member will have been four years.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Company’s Act, the Company has entered into anagreement with Mr. Makoto Aihara to limit the liability for damages under Article 423, paragraph 1 of the same
Act. If his reelection is approved, the Company plans to renew this agreement with him. The maximum amount ofliability for damages under this agreement is the minimum liability amount provided for under laws andregulations.
7. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Makoto Aihara has been
appointed as an independent officer. If his reelection is approved, the Company plans to renew his appointment as
an independent officer.

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Proposal 4:

Election of two (2) substitute Audit & Supervisory Board Members

The Company requests approval to elect two (2) substitute Audit & Supervisory Board Members to beready for the case of the number of Audit & Supervisory Board Members falls below the number requiredby laws and regulations, because the effective term of pre-election of Mr. Awashi Sanada and Mr. Masashi
Shishime, who were elected as substitute Audit & Supervisory Board Members at the 116th Ordinary
General Meeting of Shareholders held on June 26, 2015, will expire at the convening of this meeting.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for substitute Audit & Supervisory Board Member are as follows:
As for the order in which substitute Audit & Supervisory Board Members take up the post of Audit &Supervisory Board Member, Mr. Shusaku Osaka takes first priority and Mr. Masashi Shishime takes second
priority.
Candidate
No.

1

2

Name
(Date of Birth)

Shusaku Osaka(April 9, 1962)

Masashi Shishime(February 16, 1955)

Career Summary, Position in the Company, and Significant
Concurrent Positions Outside the Company
Apr. 1997

Registered as attorney-at-law and joined Tetsuji
Okawa Law Firm (Registered with the Osaka Bar
Association)

Sep. 1999

Joined Sanada Law Firm (Registered with the Tokyo
Bar Association) (current position)

Apr. 1986

Registered as attorney-at-law and joined Kashima
Law Firm

Oct. 1997

Established Shishime Law Office

Mar. 2000

External Director, JGC Trading & Services Co., Ltd.

Jun. 2006

Outside Audit & Supervisory Board Member,
Yokogawa Bridge Holdings Corp. (current position)

Jun. 2008

Resigned as External Director, JGC Trading &Services Co., Ltd.

Jun. 2011

Outside Audit & Supervisory Board Member, The
Shibusawa Warehouse Co., Ltd. (current position)

Number oftheCompany’s
SharesOwned

0 shares0 shares(Notes) 1. There is no special interest between the candidates for substitute Audit & Supervisory Board Member and theCompany.
2. Mr. Shusaku Osaka and Mr. Masashi Shishime are candidates for substitute outside Audit & Supervisory Board
Member.
3. The Company proposes to elect Mr. Shusaku Osaka as a substitute outside Audit & Supervisory Board Member,
expecting that he will utilize his expertise and ample experience in corporate legal affairs as an attorney-at-law tostrengthen the Company’s audit system. He has never been directly involved in the management of a company.
However, the Company judges he will appropriately fulfill his duties as an outside Audit & Supervisory Board
Member based on the above reasons.
4. The Company proposes to elect Mr. Masashi Shishime as a substitute outside Audit & Supervisory Board Member,
expecting that he will utilize his expertise and ample experience in corporate legal affairs as an attorney-at-law tostrengthen the Company’s audit system. He has never been directly involved in the management of a company.
However, the Company judges he will appropriately fulfill his duties as an outside Audit & Supervisory Board
Member based on the above reasons.
5. If this proposal is approved and Mr. Shusaku Osaka and Mr. Masashi Shishime assume the office of outside Audit& Supervisory Board Member, pursuant to the provisions of Article 427, paragraph 1 of the Company’s Act, theCompany plans to enter into agreements with them to limit the liability for damages under Article 423, paragraph
1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum liability
amount provided for under laws and regulations.
6. If this proposal is approved and Mr. Shusaku Osaka and Mr. Masashi Shishime assume the office of outside Audit& Supervisory Board Member, the Company plans to submit notification to Tokyo Stock Exchange, Inc.
concerning their appointment as independent officers.

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