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 6, 2018
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 119TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the119th 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 either of the methods
below. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting ofShareholders hereafter.
[Voting in Writing]
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal
mail to reach us no later than 5:40 p.m., Wednesday, June 27, 2018 (Japan Standard Time).
[Voting via the Internet]
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 theproposals by following the instructions on the screen by no later than 5:40 p.m., Wednesday, June 27, 2018 (JapanStandard Time).
Please also confirm “Instructions for exercising voting rights via the Internet” when voting via the Internet. (Thisonly applies to those who received the Japanese version of this Notice)
1. Date and Time: Thursday, June 28, 2018 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 119th Term (from April 1, 2017 to March
31, 2018), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 119th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of One (1) Director Who Is Audit and Supervisory Committee Member
Proposal 4:
Payment of Bonuses to Directors-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 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 current fiscal year of ¥125 pershare.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥125 per common share of the Company Total amount: ¥1,697,313,750(3) Effective date of dividends of surplus
June 29, 2018(Note) The Company has consolidated ten (10) common shares into one (1) share as of October 1, 2017. The dividend for the current
fiscal year is essentially ¥25 higher than the previous fiscal year because the dividend is equivalent to ¥100 per share whencalculating the year-end dividends for the previous fiscal year after this consolidation.

-2-

Proposal 2:

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,the Company 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 Director are as follows:
CandidateNo.

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)
1July 2015

June 2016

June 2017

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
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(current position)

Number of theCompany’s Shares
Owned

2,600 shares(Reasons for nomination as candidate for Director)
Mr. Kimiyasu Marusaki possesses a wealth of operational experience and a proven track record through hisinvolvement with the zinc and lead business division of the Company over many years. The Company proposes toreelect him because he has appropriately fulfilled his roles as Representative Director and President such as determining
vital matters of management and overseeing the corporate Group, and he has been a core member of leadership.

-3-Candidate
No.

Name(Date of Birth)

Career Summary, Position and Responsibility in the Company,and Significant Concurrent Positions Outside the Company
Apr. 1977
Mar. 2002
June 2010

June 2012

Tsutomu Imai
(December 16, 1953)

June 2013
June 2014

2June 2016

June 2017

Joined the Company
General Manager of Technology Department,
Technology and Development Division
Executive Officer, General Manager ofTechnology and Development Division, andTeam Leader of New Electrolysis Tank-house
Construction Project
Director and Executive Officer, General
Manager of Technology and Development
Division
Director and Executive Officer, General
Manager of Chigirishima Smelter and Refinery
Director and Managing Executive Officer,
General Manager of Chigirishima Smelter andRefinery
Director and Senior Managing ExecutiveOfficer, General Manager of Chigirishima
Smelter and Refinery
Director and Executive Vice President,
Technical and Development Division, andChigirishima Smelter and Refinery(current position)

Number of theCompany’s Shares
Owned

4,300 shares(Reasons for nomination as candidate for Director)
Mr. Tsutomu Imai possesses a wealth of operational experience and a proven track record through his involvement withthe smelter and technology divisions of the Company over many years. The Company proposes to reelect him because
he has appropriately fulfilled his roles as Director such as determining vital matters of management and overseeing theexecution of business, and he has been a core person of the Group.

-4-Candidate
No.

Name(Date of Birth)

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

3(Note)Number of theCompany’s Shares
Owned

Joined The Mitsubishi Trust and Banking
Corporation (currently Mitsubishi UFJ Trustand Banking Corporation)
Feb. 2003
Deputy General Manager of Trust Assets
Planning Division, The Mitsubishi Trust andBanking Corporation
Oct. 2004
President, Mitsubishi Trust & Banking
Corporation (U.S.A.) (currently Mitsubishi UFJ
Trust & Banking Corporation (U.S.A.))
June 2008
Executive Officer, Trust Assets Planning
Division, Mitsubishi UFJ Trust and Banking
Corporation
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi UFJ
Masaaki Yamagishi
2,500 shares
Financial Group, Inc.
(February 2, 1958)
June 2011
Executive Officer, Administration Division, theCompany
June 2014
Director and Chief Financial Officer,
Administration Division
June 2015
Director, Managing Executive Officer andChief Financial Officer, Administration
DivisionMar. 2018
Director, Managing Executive Officer andChief Financial Officer, 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 and at the administration division of the Company. The Company proposes toreelect him because he has appropriately fulfilled his roles as Director such as determining vital matters of management
and overseeing the execution of business, and he has been a core person of the Group.
There is no special interest between any of the candidates and the Company.

-5-Proposal 3:

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

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

Career Summary, Position and Responsibility in the Company, andSignificant Concurrent Positions Outside the Company
Apr. 1978
Apr. 2003

Number of theCompany’s Shares
Owned

Joined The Industrial Bank of Japan, Limited
General Manager, International Treasury Division, Mizuho
Corporate Bank, Ltd.
Mar. 2006
Executive Officer and General Manager, International
Treasury Division, Mizuho Corporate Bank, Ltd.
Apr. 2007
President & CEO, Mizuho Alternative Investments, LLC
Masatoshi Muto
Mar. 2011Retired from Director, Mizuho Alternative Investments,0 shares(January 9, 1956)
LLC
Apr. 2011
Managing Director, DIAM Co., Ltd.
Mar. 2013
Retired from Director, DIAM Co., Ltd.
Apr. 2013
President & CEO, Mizuho-DL Financial Technology Co.,
Ltd.
Mar. 2018
Retired from Director, Mizuho-DL Financial TechnologyCo., Ltd.
(Reasons for nomination as candidate for outside Director)
The Company proposes to elect Mr. Masatoshi Muto as an outside Director who is an Audit and Supervisory Committee Member,
judging he will utilize his ample experience and broad insight acquired at financial institutions and domestic and overseas asset
management companies, etc. as well as experience as a manager over many years and contribute to ensuring the proper oversightand sound business practices in the overall management of the Company.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Masatoshi Muto is a candidate for outside Director.
3. If election of Mr. Masatoshi Muto is approved, pursuant to the provisions of Article 427, paragraph 1 of the Companies
Act, the Company plans to enter into an 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 submit notification to the aforementioned exchange concerning his appointment as anindependent officer if his election is approved.

-6-Proposal 4:

Payment of Bonuses to Directors

In consideration of the performance and other factors for the current fiscal year, the Company proposes to pay
bonuses of ¥40 million in total to the three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members) in office at the end of the current fiscal year.
Furthermore, the Company requests to entrust the decision of individual amounts to be paid to each Director to thediscretion of the Board of Directors.

-7-