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 11, 2020
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 121ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 121st Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the “Company”) will be held asdescribed below.
This year, from the viewpoint of preventing the spread of COVID-19, please refrain from attending the meeting on
the day, and instead exercise your voting rights in writing (by postal mail) or via the Internet, etc.
When exercising your voting rights prior to the meeting in writing or via electromagnetic means, please review theReference Documents for the General Meeting of Shareholders hereafter, follow the instructions below and send 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., Thursday, June 25, 2020 (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 theproposals by following the instructions on the screen by no later than 5:40 p.m., Thursday, June 25, 2020 (JapanStandard 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:

Friday, June 26, 2020 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 whoreceived the Japanese version of this Notice.)

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 121st Term (from April 1, 2019 to March 31,2020), 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 121st Term (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Proposal 1:
Committee Members)
Election of One (1) Director Who Is an Audit and Supervisory Committee Member
Proposal 2:

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/).
Important Notes
For this Ordinary General Meeting of Shareholders, from the standpoint of preventing the spread of COVID-19, as
described below, the Company shall be taking certain measures that will differ from previous years, and weappreciate your understanding and cooperation in this regard.
1. The venue for this Ordinary General Meeting of Shareholders 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, please wear a mask on the day. Attendees not wearing a mask will be refusedentry.
3. Please disinfect your hands using the alcohol disinfectant placed near the reception area.
4. Shareholders attending the meeting who are deemed to be unwell will be refused entry.
5. 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.
6. 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:

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 whoare 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:
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
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

4,300 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 through his involvementwith the zinc and lead business division of the Company over many years. The Company proposes to reelect him because
he has appropriately fulfilled his roles as Representative Director and President such as overseeing vital matters ofmanagement, 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 CompanyApr. 1977
Mar. 2002
June 2010

June 2012

June 2013
Tsutomu Imai
(December 16, 1953)

June 2014

2June 2016

June 2017

June 2018

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
Director and Executive Vice President, General
Manager of Technology Development Division(current position)

Number of theCompany’s Shares
Owned

5,400 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 hehas 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

Number of theCompany’s Shares
Owned

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.
Masaaki Yamagishi
3,300 shares
Executive Officer, Administration Division, theJune 2011
(February 2, 1958)
Company
Director and Chief Financial Officer,
June 2014
3
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(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.
(Note) There is no special interest between any of the candidates and the Company.
Feb. 2003-5-Proposal 2:

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
and Supervisory 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 Member 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
100 shares
Investments, LLC(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)
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. TheCompany proposes to reelect Mr. Masatoshi Muto as an outside Director who is an Audit and Supervisory Committee
Member, judging that he can contribute to ensuring the proper oversight and sound business practices in the overallmanagement 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. 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 two (2) years.
4. 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.
Apr. 1978
Apr. 2003

5.

Mr. Masatoshi Muto satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company plans to renew his appointment as an independent officer if his reelection is approved.

-6-