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 12, 2024
(Date of commencement of electronic provision measures: June 5, 2024)
To our shareholders:
Masahito Ito
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 125th Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the “Company”) will be held as
described below.
For the convocation of this general meeting of shareholders, the Company has taken measures for providing
information electronically (the “electronic provision measures”) and has posted matters subject to the electronic
provision measures on the following website as the “Notice of the 125th Ordinary General Meeting of
Shareholders.”
The Company’s website: https://www.toho-zinc.co.jp/eng/ir/
In addition to the website shown above, the Company has also posted this information on the following website.
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, enter the Company’s name or securities code, andclick “Search,” and then select “Basic information” and “Documents for public inspection/PR information” inthis order.
When exercising your voting rights prior to the meeting in writing or via the Internet, etc., please review the Reference
Documents for the General Meeting of Shareholders as described later, follow the next instructions and send or
submit your votes.
Shareholders who have exercised their voting rights via the Internet will have a chance to be one of 1,000
winners to receive an electronic gift (worth ¥500) regardless of their approval or disapproval of the proposals.
Please scan the QR code to learn how to participate.
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., Wednesday, June 26, 2024 (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. Wednesday, June 26, 2024 (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-1. Date and Time:
2.

Venue:

Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
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 125th Term (from April 1, 2023 to March
31, 2024), 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 125th Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:

Partial Amendments to the Articles of Incorporation
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

・When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
・The paper copy sent to shareholders who have made a request for delivery of documents does not include thefollowing matters pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporationof the Company. The Audit and Supervisory Committee and the Accounting Auditor have audited the documentsin the audit scope including the following:(1) Matters Regarding Current Status of the Corporate Group: Assets and Profit/Loss, Major Lines of Business,
Principal Offices and Plants, Employees, Main Lenders, Significant Matters Regarding Other Current Statusof the Corporate Group(2) Matters Regarding Shares of the Company(3) Matters Regarding Stock Acquisition Rights of the Company, etc.
(4) Matters Regarding Shares the Company Holds(5) Matters Regarding Directors and Audit and Supervisory Committee Members: Matters Regarding Outside
Directors(6) Matters Regarding Accounting Auditor(7) Matters Regarding Systems for Ensuring the Properness of Operations(8) Consolidated Financial Statements and Non-Consolidated Financial Statements(9) Auditor’s Report・Should the matters subject to the electronic provision measures require revisions, the revised versions shall be postedon the respective websites where these matters are posted.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
To improve profitability by relocating the Company’s office and reducing fixed costs, the Company proposes tomake the necessary changes to Article 3 (Location of the Head Office) of the current Articles of Incorporation.
The effective date of the amendment will be the date of the relocation of the head office, which will be decided
by the Board of Directors. A supplementary provision will be added to clarify this fact. The Supplementary
Provision will be deleted after the effective date of the head office relocation.
2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Location of the Head Office)
Article 3. The head office of the Company shall belocated at Chiyoda Ward, Tokyo, Japan.

(Amended sections are underlined)
Proposed Amendments(Location of the Head Office)
Article 3. The head office of the Company shall belocated at Minato Ward, Tokyo, Japan.
Supplementary Provision<Newly Established>

3. The effective date of the amendment of Article 3
will be the date of the relocation of the head
office, which will be decided by the Board of
Directors. The supplementary provision will bedeleted after the effective date of the head officerelocation.

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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.
The candidates for Directors are as follows:
Candidate
No.

Name(Gender)(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1984
June 2014

Mar. 2015

Masahito Ito(Male)(September 22, 1959)

June 2018

1
June 2021

Joined the Company
Executive Officer, General Manager ofElectronic Components Business Department
and General Manager of Electronic
Components Sales Department, Electronic
Components Business Division
Executive Officer, General Manager ofElectronic Components Business Department,
General Manager of Fujioka Works, General
Manager of Technology Department, General
Manager of Production Management
Department, and General Manager of Toho
Zinc Technical Center, Electronic
Components Business Division
Managing Executive Officer, General
Manager of Electronic Components Business
Division, General Manager of Electronic
Components Business Department, andGeneral Manager of Fujioka WorksManaging Executive Officer, General
Manager of Electronic Components Business
Division, General Manager of Fujioka Works,
and in charge of Advanced Materials
Business Division

June 2023

Representative Director and President

Feb. 2024

Representative Director and President,
General Manager of Metal & Recycling
Business Division (current position)

Number of theCompany’s
Shares Owned

7,648
sharesTenure as Director at the end of the General Meeting of Shareholders: one (1) year
(Reasons for nomination as candidate for Director)
Mr. Masahito Ito has been engaged with the downstream business in the Company over the long term and possesses a
wealth of operational experience and a proven track record. In addition, since assuming the office of Representative
Director and President in June 2023, he has played a central role in the management of the Company.
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 the sustainable corporate value of the Group, and therefore proposes to elect him as Director.

-4-Candidate
No.

Name
(Gender)(Date of Birth)

Yoshikazu Sato
(Male)(January 17, 1967)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1990

Joined the Company

June 2021

Executive Officer, General Manager of Metal& Recycling Business Department, General
Manager of Recycle Sales Department

June 2023

Executive Officer, General Manager of Metal& Recycling Department, General Manager
of Metal Sales Department, General Manager
of Osaka Sales Department, General Manager
of Business Planning Department

Feb. 2024

Executive Officer in charge of Structural
Reform (current position)

2

Number of theCompany’s
Shares Owned

2,570
sharesTenure as Director at the end of the General Meeting of Shareholders: – Year
(Reasons for nomination as candidate for Director)
Mr. Yoshikazu Sato possesses a wealth of operational experience and a proven track record in the lead and zinc businessand recycle business, our mainstay businesses. Since assuming the position of Executive Officer in 2021, he has playeda central role in business execution and has greatly contributed to the Group.
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 the sustainable corporate value of the Group, and therefore proposes to elect him as Director.

-5-Candidate
No.

Name
(Gender)(Date of Birth)

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

Joined ITOCHU Corporation

Apr. 2009

Executive Officer, C.E.O. for Latin America;
President of ITOCHU Brasil S.A., ITOCHU
Corporation
Managing Executive Officer, Executive Vice
President, Metals & Minerals Company;
Chief Operating Officer, Metals & Mineral
Resources Division, ITOCHU Corporation
Advisory Member, ITOCHU Corporation(current position)
Senior Managing Executive Officer,
YANASE & CO., LTD.
Director and Managing Executive Officer,
YANASE & CO., LTD.
Director and Senior Managing Executive
Officer, YANASE & CO., LTD.
Special Advisory Member, YANASE & CO.,LTD.

Apr. 2013

Yutaka Washizu(Male)(October 27, 1957)

July 2015
July 2015
Dec. 2015

3

June 2017
June 2022(Notes)

1.
2.

3.
4.
5.

Number of theCompany’s
Shares Owned- shares

Tenure as Outside Director at the end of the General Meeting of Shareholders: – Year
(Reasons for nomination as candidate for Outside Director)
Mr. Yutaka Washizu possesses a wealth of operational experience and a proven track record including management
experience both in Japan and overseas, having taken important positions in the large trading company and automobile
dealer.
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 the sustainable corporate value of the Group, and therefore proposes to elect him as Outside
Director.
Mr. Yutaka Washizu is a candidate for Outside Director.
If the election of Mr. Yutaka Washizu 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 amountprovided for under laws and regulations.
Mr. Yutaka Washizu satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company plans to designate him as an independent officer if his 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
compensation and litigation costs to be borne by the insured. If the proposal is approved, each candidate for Director of
the Company will be included as the insured under the insurance policy.

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Proposal 3:

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

At the conclusion of this meeting, the term of office of Director Mr. Masatoshi Muto who is Audit and Supervisory
Committee Member will expire, while Directors Mr. Shusaku Osaka and Tsutomu Imai will resign from the position.
Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory Committee
Members.
As Ms. Yukiko Nakagawa is elected as the substitute for Mr. Shusaku Osaka, her term will be the remaining term of
the outgoing Audit and Supervisory Committee Member per the provisions of the Company’s Articles ofIncorporation.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Gender)(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 Dai-ichi Kangyo Bank, Ltd.
Operating Officer, General Manager of
ALM Division and Treasury Division,
Mizuho Corporate Bank Ltd.
Executive Officer, General Manager of
ALM Division, Mizuho Bank, Ltd.
Executive Vice President, Mizuho Private
Wealth Management Co., Ltd.
Senior Officer, Mizuho Bank, Ltd.
Full-time Auditor, YANASE & CO., LTD.
(current position)– shares

Apr. 1984
Apr. 2013

Takeshi Aono
(Male)(August 16, 1961)
1

July 2013
Apr. 2015
Apr. 2020
June 2020

Tenure as Outside Director at the end of the General Meeting of Shareholders: – Year
(Reasons for nomination as candidate for Outside Director and overview of expected roles)
Mr. Takeshi Aono possesses a wealth of operational experience and a proven track record, having taken important
positions in financial institutions. He also supervised company management as an auditor and played the role ofmonitoring and supervising business execution.
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 elect him as Outside Director who is an
Audit and Supervisory Committee Member.

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Candidate
No.

Name
(Gender)(Date of Birth)

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

Yukiko Nakagawa(Female)(June 3, 1964)

Joined Mitsui Trust Bank, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)
Personnel Director, Mizkan Holdings Co.,
Sep. 2014
Ltd.
Professor, Graduate School of Business
Apr. 2016
Administration, Rikkyo University
Outside Director, EDION Corporation
June 2018
Outside Director, Renesas Electronics
Mar. 2019
Corporation
Outside Director, NISSIN FOODS
June 2019
HOLDINGS CO., LTD. (current position)
Outside Director, IWAKI & CO., LTD.
Feb. 2021(currently Astena Holdings Co., Ltd.)
Outside Director, the Company (current
June 2021
position)
Outside Director, Macromill, Inc.
Sep. 2021(current position)
Director, The Board Director Training
June 2023
Institute of Japan (current position)
Professor (Special Appointment),
Apr. 2024
Department of Business Administration,
Aoyama Gakuin University (current
position)(Significant Concurrent Positions Outside the Company)
Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Outside Director, Macromill, Inc.
Professor (Special Appointment), Department of Business
Administration, Aoyama Gakuin University

Number of theCompany’s
Shares Owned

Apr. 1988

2– shares

Tenure as Outside Director at the end of the General Meeting of Shareholders: three (3) years(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 in overseeing corporate management and has fulfilled the role of monitoring and overseeing thebusiness execution.
Based on the above, the Company judges that she can contribute to ensuring the proper oversight and sound businesspractices in the overall management of the Company, and therefore proposes to elect her as Outside Director who is an
Audit and Supervisory Committee Member.

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Candidate
No.

Name
(Gender)(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1985
June 2017

June 2018
June 2022
Shigeru Iizuka(Male)(December 2, 1962)

June 2023

3
Mar. 2024

Join the Company
Executive Officer, General Manager ofTechnology Department, Development
Department, and Intellectual Property
Department, Technology and Development
Division
Executive Officer, General Manager ofChigirishima Smelter and Refinery
Managing Executive Officer, Representative
Director and President, Toho Chigirishima
Refinery Co., Ltd.
Managing Executive Officer, General
Manager of Electronic Components Business
Division, General Manager of Fujioka
Works, and in charge of Advanced Materials
Business Division and Machine Parts
Business Division
Managing Executive Officer, Deputy
General Manager of Electronic Components& Advanced Material Business Division,
General Manager of Fujioka Works, ProductDevelopment Department, Machine Parts
Business Division, and Information System
Department (current position)

Number of theCompany’s
Shares Owned

5,836
SharesTenure as Director at the end of the General Meeting of Shareholders: – Year
(Reasons for nomination as candidate for Director)
Mr. Shigeru Iizuka possesses a wealth of operational experience and knowledge as he has engaged in the Electronic
Component Business and worked in the Technology and Development Departments for many years, while serving as
the head of the smelter and refinery. Since assuming the position of Executive Officer in 2017, he has played a central
role in business execution and contributed to the Group greatly.
Based on the above, the Company judges that he can contribute to ensuring proper oversight and sound businesspractices in the overall management of the Company, and therefore proposes to elect him as a Director who is an Audit
and Supervisory Committee Member.
(Notes)

1. Ms. Yukiko Nakagawa’s name in the family register is Yukiko Schreiber.
2. Mr. Takeshi Aono and Ms. Yukiko Nakagawa are candidates for Outside Directors.
3. If the election of Mr. Takeshi Aono, Ms. Yukiko Nakagawa, and Mr. Shigeru Iizuka is approved, pursuant to the provisionsof Article 427, paragraph 1 of the Companies Act, the Company plans to enter into agreements with them to limit theliability 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. Takeshi Aono and Ms. Yukiko Nakagawa satisfy the requirements for an independent officer as provided for by Tokyo
Stock Exchange, Inc., and the Company plans to designate them as an independent officer if their elections are 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
compensation and litigation costs to be borne by the insured. If the proposal is approved, each candidate for Director of
the Company will be included as the insured under the insurance policy.

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(Reference) Expertise and experiences of Directors (skill matrix)

Director attribute
Name
Position

Corporate
management/
Governance

Finance/
Accounting

Technology/
R&D

MarketingResponse toenvironmental
and climatechanges

●

●

●

Human
capital(including
activation ofdiversity)

Risk
management/
Legal/
Compliance

Reelection

Masahito Ito●

Representative Director

New appointment

Yoshikazu Sato

●

●

●

●

●

DirectorNew
appointment/Outside/Independent

Yutaka Washizu●●

DirectorNew
appointment/Outside/Independent

Takeshi Aono

●

●

●

Director (Audit and Supervisory
Committee Member)New
appointment/Outside/Independent

Yukiko Nakagawa

●

●

●

Director (Audit and Supervisory
Committee Member)
New appointment

Shigeru Iizuka
Director (Audit and Supervisory
Committee Member)
Reelection
New appointment
OutsideIndependent

●

●

●

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

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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 Company’s
long-term strategy designed to increase corporate value from the viewpointof “opportunity and risks.”* Executive Directors have leadership, insight, and implementation
capability to combine execution with governance and lead officers andCorporate management/
employees.
Governance* Directors who are Audit and Supervisory Committee Members have a
wealth of experience and deep knowledge to govern the execution of
measures.
* Independent Outside Directors have the capabilities to govern theexecution of measures from the viewpoint of state-of-the-art businesstrends based on business experience at other companies.
For the purpose of rapid recovery of sound financial bases, the Company’surgent issue, it is necessary to restructure its balance sheet, improve credit
Finance/ratings, and construct an investment and fund-raising structure toward
Accounting
increasing corporate value. Directors are required to have knowledge andexperience to manage finance, accounting, and market risks.
In the traditional refining industry, to respond to future external
environmental changes, we must enhance and compact our products. To thisend, it is requested for advanced know-how being intangible assets which
Technology/
have accumulated over the past years, and the capabilities of its application.
R&D
Furthermore, with a view to advancing joint development with academia andother companies to create new businesses as the next-generation metalbusiness development, it is necessary to have the underlying Company’s
original know-how and experience.
To raise the share of downstream business among the Company, it isnecessary to have knowledge, insight, and experience to put up high antennas
to catch up with rapidly changing business trends and customers’ needs.
Marketing
Furthermore, in creating new businesses as the next-generation metalbusiness development, it is necessary to have knowledge aboutcomprehensive marketing capabilities with a market-in sense.
For environmental response, resource recycling, the diversification of thecomposition of raw materials other than ore and carbon neutrality are
regarded as major pillars. In the respective areas, it is necessary to have the
Response to environmental andknowledge and experience of environmental preservation and technologies.
climate changes
In particular, with respect to the response to climate change including carbon
neutrality, a global response is requested. It is also necessary to have a
network to put up antennas for changes in both external and the Company’s
original environments.
When utilizing human capital, the pillar of business restructuring 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 measures that can improve human capital
activation of diversity)
qualitatively and quantitatively, while quickly restructuring financial bases,
entering growth path, and proceeding with response to diversity and reforms
in the way of working.
Legal and compliance capabilities are indispensable to all the Directors.
Risk management/
Furthermore, it is indispensable to manage risks, especially a market risk, in
Legal/
order to rapidly restructure financial bases. To this end, it is necessary to haveComplianceknowledge, insight, and experience in market conditions.

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