Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 5707
June 7, 2022
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 123RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 123rd Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the “Company”) will be held as
described below.
When intending to attend the meeting, we ask you to examine carefully whether or not to do so in consideration of the
spread situation of COVID-19 and your health condition, at the time of the day of the meeting, and to make use of
exercising your voting rights in advance in writing (by postal mail) or via the Internet, etc. as well.
When exercising your voting rights prior to the meeting in writing or via the Internet, etc., please review theReference Documents for the General Meeting of Shareholders as described later, follow the next instructions andsend or submit your votes.
[Voting in Writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal mailto reach us no later than 5:40 p.m., Tuesday, June 28, 2022 (Japan Standard Time).
[Voting via the Internet, etc.]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), use the login ID andtemporary password written on the enclosed voting form, and then indicate your approval or disapproval of the
proposals by following the instructions on the screen by no later than 5:40 p.m., Tuesday, June 28, 2022 (Japan
Standard Time).
Please also confirm “Instructions for exercising voting rights via the Internet, etc.” when voting via the Internet, etc.
(This only applies to those who received the Japanese version of this Notice.)

1. Date and Time:

Wednesday, June 29, 2022 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(Please refer to the venue map at the end of this Notice. 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 123rd Term (from April 1, 2021 to March 31,2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 123rd Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Proposal 3:
Committee Members)
Election of One (1) Director Who Is an Audit and Supervisory Committee Member
Proposal 4:

1

When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-Consolidated
Financial Statements or Consolidated Financial Statements require revisions, the revised versions shall be posted on
the Company’s website (http://www.toho-zinc.co.jp/).
Among the documents to be included in this Notice, Notes to the Consolidated Financial Statements and Notes to
the Non-Consolidated Financial Statements are disclosed on our website pursuant to laws and regulations andArticle 15 of the Articles of Incorporation of the Company. These matters are included in the Consolidated
Financial Statements and Non-Consolidated Financial Statements which the Accounting Auditor or the Audit andSupervisory Committee has audited upon preparing its accounting audit report or audit report.
Important Notes
For this meeting, from the standpoint of preventing the spread of COVID-19, as described below, the Company
shall be taking certain measures that are similar to previous years, and we appreciate your understanding andcooperation in this regard.
1. The venue for this meeting may be changed if the planned venue is closed, etc. If the venue is changed,
shareholders will be notified by postal mail or the Company’s website.
2. If you are attending the meeting, we ask you for your cooperation to take measures to prevent infection,
including wearing a mask, disinfecting your hands using the alcohol disinfectant and contactless temperaturecheck.
3. Shareholders attending the meeting who are deemed to be unwell will be refused entry.
4. To ensure that there is a large amount of space between the seats, the number of seats that can be provided islimited. Therefore, some shareholders may not be able to enter the conference hall.
5. Any necessary COVID-19 infection prevention measures other than the above shall be taken on the day of theGeneral Meeting of Shareholders.

2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 the businessperformance, business environment surrounding the Group, internal reserves for future business development,
maintenance of stable dividends and other factors.
In line with this policy, the Company proposes to pay a year-end dividend for the fiscal year under review of ¥75 pershare, an increase of ¥25 per share from the previous fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥75 per common share of the Company
Total amount: ¥1,018,354,650(3) Effective date of dividends of surplus
June 30, 2022

3

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The date of enforcement of the system of electronic provision of materials for General Meetings of Shareholders
set forth in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending theCompanies Act” (Act No. 70 of 2019) shall be September 1, 2022. Therefore, it is proposed that information
contained in the Reference Documents for the General Meeting of Shareholders Proposals, etc. be provided
electronically, and that a provision to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it be established.
In addition, the current provisions related to the internet disclosure and deemed provision of the Reference
Documents for the General Meeting of Shareholders Proposals, etc. will become unnecessary. Therefore, it is
proposed that the above current provisions be deleted, and that in line with these amendments supplementaryprovisions related to the effective date, etc. be established.
2. Details of amendments
The details of the amendments are as follows.

4

(Underlined portions indicate proposed amendments.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders
Proposals, Etc.)
Article 15 The Company may, when convening a
General Meeting of Shareholders, deem that it has
provided information to shareholders pertaining tomatters to be described or indicated in the Reference
Documents for the General Meeting of Shareholders
Proposals, Business Report, Non-Consolidated
Financial Statements and Consolidated Financial
Statements, by disclosing such information through theinternet in accordance with the provisions provided in
the Ordinance of the Ministry of Justice.

(Deleted)(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening a
General Meeting of Shareholders, provide information
contained in the Reference Documents for the General
Meeting of Shareholders Proposals, etc. electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry ofJustice in the paper copy to be sent to shareholders who
have requested it by the record date for voting rights.

(Newly established)

Supplementary provisions
3. The deletion of Article 15 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders Proposals, Etc.) of
the Articles of Incorporation before amendments andthe new establishment of Article 15 (Measures forElectronic Provision, Etc.) of the Articles ofIncorporation after amendments shall come into effecton September 1, 2022.
4. Notwithstanding the provisions of the preceding
paragraph, Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders Proposals, Etc.) of the
Articles of Incorporation before amendments shallremain in force with respect to a General Meeting of
Shareholders to be held on a date by the end of
February 2023.
5. The preceding two paragraphs and this paragraph shallbe deleted after March 1, 2023 or the lapse of three (3)months from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

(Newly established)

5

Proposal 3:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this meeting, the term of office for all three (3) of the current Directors (excluding Directors who
are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, theCompany proposes the election of three (3) Directors.
In addition, the Audit and Supervisory Committee has given consent to all of the Director candidates in this proposal.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1980
Mar. 2003
June 2011
June 2014

Kimiyasu Marusaki(October 5, 1957)
1

July 2015

June 2016

June 2017
June 2019

Joined the Company
General Manager of Sales Department, Zincand Lead Business Division
Executive Officer, Deputy General Manager ofZinc and Lead Business Division
Director and Executive Officer, General
Manager of Zinc and Lead Business Division
Director and Executive Officer, General
Manager of Zinc and Lead Business Division
and Procurement Control Department

Number of theCompany’s Shares
Owned

7,000 shares

Director and Managing Executive Officer,
General Manager of Zinc and Lead Business
Division and Procurement Control Department
Representative Director and President, General
Manager of Zinc and Lead Business Division
Representative Director and President(current position)(Reasons for nomination as candidate for Director)
Mr. Kimiyasu Marusaki possesses a wealth of operational experience and a proven track record in the Company’s corebusiness of zinc and lead business division. In addition, after assuming position as Representative Director and President
in June 2017, he has been taking central role in the management.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to reelect him as Director.

6

Candidate
No.

Name
(Date of Birth)

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

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

Deputy General Manager of Trust Assets
Planning Division, The Mitsubishi Trust andBanking Corporation
President, Mitsubishi Trust & Banking
Oct. 2004
Corporation (U.S.A.) (currently Mitsubishi UFJ
Trust & Banking Corporation (U.S.A.))
Executive Officer, Trust Assets Planning
June 2008
Division, Mitsubishi UFJ Trust and Banking
Corporation
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi UFJ
Financial Group, Inc.
Executive Officer, Administration Division, theJune 2011
Masaaki Yamagishi
4,500 sharesCompany(February 2, 1958)
Director and Chief Financial Officer,
June 2014
Administration Division
Director, Managing Executive Officer andJune 2015
Chief Financial Officer, Administration
Division
Director, Managing Executive Officer andMar. 2018
Chief Financial Officer, Administration
Division
Director, Senior Managing Executive Officer
June 2019
and Chief Financial Officer, Administration
Division
Director, Senior Managing Executive Officer,
Mar. 2021
Administration Division(current position)(Significant Concurrent Positions Outside the Company)
Director, CBH Resources Ltd. (part-time)(Reasons for nomination as candidate for Director)
Mr. Masaaki Yamagishi possesses a wealth of operational experience and a proven track record as he has served inimportant posts in financial institutions. After joining the Company, he leveraged his knowledge and experience at theadministration division. After assuming position as Director in June 2014, he has appropriately fulfilled his roles such asdetermining vital matters of management and overseeing the execution of business.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to reelect him as Director.
Feb. 2003

2

Number of theCompany’s Shares
Owned

-7-

Candidate
No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1988

Joined Mitsui Trust Bank, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)

Personnel Director, Toshiba-GE Turbine
Services Co., Ltd.
Co-researcher, Keio Economic Observatory,
Apr. 2010
Keio University (current position)
Visiting Researcher, Institute for Transnational
Apr. 2011
Human Resource Management, Waseda
University (current position)
Personnel Director, Mizkan Holdings Co., Ltd.
Sep. 2014
Professor, Graduate School of Business
Apr. 2016
Administration, Rikkyo University (retired in
March 2021)
Outside Director, EDION Corporation (retired
June 2018
in June 2019)
Yukiko Nakagawa
0 shares
Outside Director, Renesas Electronics
Mar.
2019
(June 3, 1964)
Corporation (retired in March 2020)
Outside Director, NISSIN FOODS HOLDINGS
June 2019
CO., LTD. (current position)
Outside Director, IWAKI & CO., LTD.
Feb. 2021(currently Astena Holdings Co., Ltd.)(current position)
Guest Professor, Ichigaya Liberal arts Center,
Apr. 2021
Hosei University (current position)
Director, the Company (current position)
June 2021
Outside Director, Macromill, Inc.
Sep. 2021(current position)(Significant Concurrent Positions Outside the Company)
Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Outside Director, Astena Holdings Co., Ltd.
Outside Director, Macromill, Inc.
(Reasons for nomination as candidate for outside Director and overview of expected roles)
Ms. Yukiko Nakagawa possesses knowledge and insight as a scholar who has taught at academic institutions in Japanand overseas as a Doctor of Commerce. In addition, she has many years of business experience as an expert on humancapital management, organizational development and global human resource development. Furthermore, she has awealth of experience for overseeing corporate management, and has fulfilled role of monitoring and overseeing theduties of Directors.
Based on the above, the Company judges that she is a necessary talent to strengthen the function of the Board of
Directors and to enhance sustainable corporate value of the Group, and therefore proposes to elect her as outside
Director.
Ms. Yukiko Nakagawa’s name in the family register is Yukiko Schreiber.
Ms. Yukiko Nakagawa is a candidate for outside Director.
Tenure as outside Director of the Company
Ms. Yukiko Nakagawa is currently an outside Director of the Company, and at the conclusion of this meeting, her tenure
as an outside Director will have been one (1) year.
If the election of Ms. Yukiko Nakagawa is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company plans to continue the agreement with her 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.
Ms. Yukiko Nakagawa satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange,
Inc., and the Company plans to continue designating her as an independent officer if her election is approved.
There is no special interest between any of the candidates and the Company.
The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article
430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal compensationand litigation costs to be borne by the insured. Each candidate for Director of the Company is included as the insured
under the insurance policy, and in case the candidates are reelected in this proposal, the candidate will be included as theinsured.
Oct. 2006

3(Notes)

1.
2.
3.

4.

5.
6.
7.

Number of theCompany’s Shares
Owned

-8-

Proposal 4:

Election of One (1) Director Who Is an Audit and Supervisory Committee Member

At the conclusion of this meeting, the term of office of Director Mr. Masatoshi Muto who is an Audit and Supervisory
Committee Member will expire. Therefore, the Company proposes the election of one (1) Director who is an Audit andSupervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Director who is an Audit and Supervisory Committee Members is as follows:
Name(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company

Number of theCompany’s Shares
Owned

Joined The Industrial Bank of Japan, Limited
General Manager, International Treasury
Division, Mizuho Corporate Bank, Ltd.
Executive Officer and General Manager,
Mar. 2006
International Treasury Division, Mizuho
Corporate Bank, Ltd.
President & CEO, Mizuho Alternative
Apr. 2007
Investments, LLC
Retired from Director, Mizuho Alternative
Mar. 2011
Masatoshi Muto
Investments, LLC
300 shares(January 9, 1956)
Managing Director, DIAM Co., Ltd.
Apr. 2011Retired from Director, DIAM Co., Ltd.
Mar. 2013
President & CEO, Mizuho-DL Financial
Apr. 2013
Technology Co., Ltd.
Retired from Director, Mizuho-DL Financial
Mar. 2018
Technology Co., Ltd.
Director (Audit and Supervisory Committee
June 2018
Member), the Company(current position)(Reasons for nomination as candidate for outside Director and overview of expected roles)
Mr. Masatoshi Muto has ample experience and broad insight cultivated at financial institutions as well as domestic andoverseas asset management companies, etc. Furthermore, he has many years of experience as a corporate executive.
Based on the above, the Company judges that he can contribute to ensuring the proper oversight and sound businesspractices in the overall management of the Company, and therefore proposes to reelect him as Director who is an Audit
and Supervisory Committee Member.
(Notes) 1. Mr. Masatoshi Muto is a candidate for outside Director.
2. Tenure as outside Director who is an Audit and Supervisory Committee Member of the Company
Mr. Masatoshi Muto is currently an outside Director who is an Audit and Supervisory Committee Member of theCompany, and at the conclusion of this meeting, his tenure as an outside Director who is an Audit and Supervisory
Committee Member will have been four (4) years.
3. If the election of Mr. Masatoshi Muto is approved, pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act, the Company plans to continue the agreement with him 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.
4. Mr. Masatoshi Muto satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company plans to continue designating him as an independent officer if his reelection is approved.
5. There is no special interest between any of the candidates and the Company.
6. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article
430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal compensationand litigation costs to be borne by the insured. Each candidate for Director of the Company is included as the insured
under the insurance policy, and in case the candidates are reelected in this proposal, the candidate will be included as theinsured.
Apr. 1978
Apr. 2003-9-

(Reference) Expertise and experiences of Directors (skill matrix)
Director attribute
Name
Position

Corporate
management/
Governance

Finance/
Accounting

Technology/
R&D

Marketing●●Response toenvironmental
and climatechanges

Human capital(including
activation ofdiversity)

Risk
management/
Legal/
Compliance

Reelection

Kimiyasu Marusaki●●

Representative Director

Reelection

Masaaki Yamagishi

●

●

●

DirectorReelection/Outside/Independent

Yukiko Nakagawa

●

●

●

DirectorReelection/Outside/Independent

Masatoshi Muto
Director (Audit and Supervisory
Committee Member)

●

●

●

Outside/Independent

Shusaku Osaka
Director (Audit and Supervisory
Committee Member)

Tsutomu Imai
Director (Audit and Supervisory
Committee Member)
Reelection:
New appointment:
Outside:Independent:

●

●

●

●

●

Director candidate for reelection
Director candidate for new appointment
Outside Director or outside Director candidate
Independent Director or independent Director candidate in accordance with provision of Tokyo Stock Exchange, Inc.

- 10 -●

Reasons for selection at each of the items in the skill matrix
Skill item
Reason for selection
It is assumed to have the following capabilities in order to administrate andoversee the execution of strategy and measures to realize the Ten-Year Visionof the Company (long-term strategy designed to increase the corporate valueof the Company) from the viewpoint of “opportunity and risks.”* Executive Directors have leadership, knowledge, and insight to combine
execution with governance and lead officers and employees to realize the
Ten-Year Vision.
Corporate management/* Directors who are Audit and Supervisory Committee Members have
Governanceknowledge, insight, and experience to govern the execution of measures torealize the Ten-Year Vision.
* Independent Outside Directors have capabilities to govern the execution of
measures to realize the Ten-Year Vision from the viewpoint ofstate-of-the-art business trends based on business experience at othercompanies.
For the purpose of recovering the soundness of financial bases which is anurgent issue in the Ten-Year Vision of the Company, it is necessary to
Finance/
restructure a balance sheet, improve a rating, and construct investment andAccounting
fund-raising structure toward increasing the corporate value. Directors are
required to have knowledge and experience for finance, accounting, and amarket risk.
In the traditional refining industry, it is indispensable to respond to external
environment changes in the future, respond to environment, and makecompacting. To this end, it is requested for advanced know-how being
Technology/
intangible assets which have accumulated over the past years, and the
R&D
capabilities of its application. Furthermore, with a view to proceeding joint
development with academia and other companies to create new business as thenext-generation metal business development, it is necessary to have theunderlying Company’s original know-how and experience.
The Ten-Year Vision of the Company sets the goal at increasing theimportance of downstream business as restructuring a business portfolio. It isnecessary to have knowledge, insight, and experience to put up high antennas
Marketingto catch up with rapidly changing business trends and customers’ needs.
Furthermore, also in creating new businesses as the next-generation metalbusiness development, it is necessary to have knowledge about comprehensive
marketing capabilities with a market-in sense.
For environmental response being the pillar of the Ten-Year Vision of theCompany, resource recycling, the diversification of the composition of raw
materials other than ore and carbon neutrality are regarded as its center. In the
Response to environmental andrespective areas it is necessary to have the knowledge and experience ofclimate changes
environmental preservation and technologies. In particular, with respect toresponse to climate change including carbon neutrality, global response isrequested. It is also necessary to have network to put up antennas for changes
in both external and the Company’s original environments.
When utilizing human capital being the pillar of the Ten-Year Vision of theCompany, the composition of human capital will be changed resulting fromrestructuring a business portfolio. It is necessary to have knowledge, insight,
Human capital (including
and experience for HR development that can improve human capital
activation of diversity)
qualitatively and quantitatively in line with the Ten-Year Vision, while
restructuring financial bases first, entering growth path, and proceeding
response to diversity and reforms in the way of working.
Risk management/
It is indispensable to manage risks, especially a market risk, in order toLegal/
restructure financial bases. To this end, it is necessary to have knowledge,- 11 -

Complianceinsight, and experience for market conditions. Furthermore, legal andcompliance are indispensable capabilities for all the Directors and in particular
it is necessary to have experience in charge of specialties.

- 12 -