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, 2021
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 122ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 122nd Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the “Company”) will be held as
described 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 the Internet, etc., please review the Reference
Documents for the General Meeting of Shareholders hereafter, follow the instructions below and send or submit yourvotes.
[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., Monday, June 28, 2021 (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., Monday, June 28, 2021 (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:

Tuesday, June 29, 2021 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 122nd Term (from April 1, 2020 to March
31, 2021), 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 122nd Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Proposal 2:
Committee Members)
Election of Two (2) Directors Who Are Audit and Supervisory Committee Members
Proposal 3:
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Proposal 4:
Member1

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 are similar to previous years, and we appreciate
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. We ask you for your cooperation to take measures to prevent infection, including disinfecting your hands using
the alcohol disinfectant and contactless temperature check.
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:

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 business performance,business environment surrounding the Group, internal reserves for future business development, maintenance of stabledividends and other factors.
In line with this policy, the Company proposes to pay a year-end dividend for the fiscal year under review of ¥50 per
share.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥50 per common share of the Company
Total amount: ¥678,908,750(3) Effective date of dividends of surplus
June 30, 2021

3

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 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

5,700 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.

4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
4,000 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

-5-

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
Yukiko Nakagawa
Administration, Rikkyo University (retired in
0 shares(June 3, 1964)
March 2021)
Outside Director, EDION Corporation (retired
June 2018
in June 2019)
Outside Director, Renesas Electronics
Mar. 2019
Corporation (retired in March 2020)
Outside Director, NISSIN FOODS HOLDINGS
June 2019
CO., LTD. (current position)
Outside Director, IWAKI & CO., LTD.
Feb. 2021(current position)(Significant Concurrent Positions Outside the Company)
Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
Outside Director, IWAKI & CO., LTD.
(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 humanresource 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.
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 enter into an 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 designate 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 or elected in this proposal, the candidate will be
included as the insured.
Oct. 2006

3(Notes)

1.
2.
3.

4.
5.
6.

Number of theCompany’s Shares
Owned

-6-

Proposal 3:

Election of Two (2) Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the term of office of Directors Mr. Minoru Tada and Mr. Toshio Otoba who are
Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of two (2)Directors who are Audit and Supervisory Committee Members.
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(Date of Birth)

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

1

Number of theCompany’s Shares
Owned

Joined Nikkei Home Publications, Inc.
(currently Nikkei Business Publications, Inc.)
Apr. 1997
Registered as attorney-at-law and joined Tetsuji
Okawa Law Firm
Sep. 1999
Joined Sanada Law Firm (current position)
Sep. 2006
Part-time Attorney-at-law, The Japan Center for
Settlement of Traffic Accident Disputes(current position)
July 2015
Part-time Corporate Auditor, HOUSOU
Shusaku Osaka
0 shares
BUNKA JIGYO INC. (current position)(April 9, 1962)
Apr. 2017
Part-time Lecturer, Graduate School ofBusiness Administration, Toyo University(current position)
Apr. 2018
Conciliation Commissioner, Tokyo District
Court (current position)(Significant Concurrent Positions Outside the Company)
Attorney-at-law, Sanada Law Firm
Part-time Corporate Auditor, HOUSOU BUNKA JIGYO INC.
(Reasons for nomination as candidate for outside Director and overview of expected roles)
Mr. Shusaku Osaka possesses expertise and a wealth of experience on corporate legal affairs as an attorney-at-law, as
well as broad insight as a corporate auditor at other business company and as a part-time lecturer at a university.
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 by proposing suggestions especially from legal and compliance
perspective, and therefore proposes to elect him as outside Director who is an Audit and Supervisory Committee Member.

-7-

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

June 2013
Tsutomu Imai
(December 16, 1953)

2

June 2014

June 2016

June 2017

June 2018(Notes)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 andRefineryDirector and Senior Managing Executive
Officer, 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

6,000 shares(Reasons for nomination as candidate for Director)
Mr. Tsutomu Imai possesses a wealth of knowledge and insight through his many years of involvement with production,technology and development divisions as well as serving as General Manager of smelter and refinery. In addition, since
assuming office as Director in June 2012, he has appropriately fulfilled his roles as Director such as determining vital
matters of management and overseeing the execution of business.
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 Director who is an Audit andSupervisory Committee Member.
1. Mr. Shusaku Osaka is a candidate for outside Director.
2. If the election of Mr. Shusaku Osaka 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.
3. Mr. Shusaku Osaka 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.
4. There is no special interest between any of the candidates and the Company.
5. 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 elected in this proposal, the candidate will be included as theinsured.

-8-

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

Corporate
management

Finance/
Accounting

Sales
strategy

Risk
Technology/ management/
R&D
Legal/
ESG

Organizational
HR

GlobalReelection

Kimiyasu Marusaki●●

Representative Director

Reelection

Masaaki Yamagishi

●

●

●

●

Director

New appointment/Outside/Independent

Yukiko Nakagawa●●

Director
Outside/Independent

Masatoshi Muto
Director (Audit and Supervisory
Committee Member)

●

●

●

New appointment/Outside/Independent

Shusaku Osaka●

Director (Audit and Supervisory
Committee Member)
New appointment

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.

-9-●

Proposal 4:

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

The Company proposes the election of one (1) substitute Director who is an Audit and Supervisory Committee
Member to provide against a case where there would be a shortfall in the number of Directors who are Audit andSupervisory Committee Members stipulated by laws and regulations, because the effective terms of pre-election of
Mr. Shusaku Osaka and Mr. Masashi Shishime, who were elected as substitute Directors who are Audit andSupervisory Committee Members at the 120th Ordinary General Meeting of Shareholders held on June 27, 2019,will expire at the opening of this meeting.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of Birth)

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

Number of theCompany’s Shares
Owned

Registered as attorney-at-law and joined
Kashima Law Firm
Established Shishime Law Office
Oct. 1997
Outside Audit & Supervisory Board Member,June 2006
Yokogawa Bridge Holdings Corp. (current
Masashi Shishime
0 sharesposition)(February 16, 1955)
Outside Audit & Supervisory Board Member,June 2011
The Shibusawa Warehouse Co., Ltd. (current
position)
Outside Corporate Auditor, Azuma Shipping
June 2019
Co., Ltd. (current position)(Reasons for nomination as candidate for substitute outside Director and overview of expected roles)
The Company proposes to elect Mr. Masashi Shishime as a substitute outside Director who is an Audit and Supervisory
Committee Member, expecting that he will utilize his expertise and ample experience in corporate legal affairs as an
attorney-at-law to strengthen the effectiveness of decision-making and oversight functions of the Board of Directors of
the Company. He has never been directly involved in the management of a company. However, the Company judges hewill appropriately fulfill his duties as an outside Director who is an Audit and Supervisory Committee Member based on
the above reasons.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Masashi Shishime is a candidate for substitute outside Director.
3. If this proposal is approved and Mr. Masashi Shishime assumes the office of outside Director, pursuant to the provisionsof Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with him 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. If this proposal is approved and Mr. Masashi Shishime assumes the office of outside Director, the Company plans tosubmit notification to Tokyo Stock Exchange, Inc. concerning his appointment as independent officer.
5. 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 this proposal is approved and Mr. Masashi Shishime
assumes the office of outside Director, he will be included as the insured under the insurance policy.
Apr. 1986- 10 -