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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 5541)
June 2, 2021
To Shareholders with Voting Rights:
Masayuki Aoyama
President Director & Representative
Director
PACIFIC METALS CO., LTD.
6-1, Otemachi 1-Chome, Chiyoda-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 95TH ANNUAL GENERAL SHAREHOLDERS MEETING
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 95th Annual General Shareholders Meeting of PACIFIC METALS CO., LTD.
(the “Company”) will be held for the purposes as described below.
If you do not attend the meeting, you may exercise your voting rights in writing or via electromagnetic means(the Internet, etc.). Please review the attached Reference Documents for the General Shareholders Meeting and,following the instructions stated in the Guide to Exercising Voting Rights on page 3 (Japanese original), exercise
your voting rights by 5:30 p.m. Japan time on Thursday, June 24, 2021.
1. Date and Time:
2. Place:

Friday, June 25, 2021 at 10:00 a.m. Japan time
Iidabashi Rainbow Building (7F) located at
11 Ichigayafunagawaramachi, Shinjuku-ku, Tokyo(For the location of the venue, please refer to the map of the venue of theGeneral Shareholders Meeting at the end of this document.)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
95th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board
of Auditors
2. Non-consolidated Financial Statements for the Company’s 95th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Election of nine (9) Directors
Proposal:* The reception desk at the venue is scheduled to open at 9:00 a.m.
* Consolidated Statement of Changes in Equity, Notes to Consolidated Financial Statements, Statement of
Changes in Equity and Notes to Non-consolidated Financial Statements are posted on the Company’s website
in accordance with provisions of laws and regulations as well as Article 17 of the Company’s Articles ofIncorporation and therefore are not provided in the Appendix to this Notice. If there are any revisions in the
Reference Documents for the General Shareholders Meeting, Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements, the revised versions will be posted on the Company’s
website (Japanese only).
The Company’s website:

https://www.pacific-metals.co.jp-1-Reference Documents for the General Shareholders Meeting
Proposals and References
Proposal:

Election of nine (9) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Shareholders Meeting. Accordingly, the election of nine (9) Directors is proposed. The candidates are as
follows.
Details about each candidate such as career summary, reason for nomination and other information arestated on pages 4 to 10.
Term
Attendance atBoard ofNo.
Name
Genderof
Position
Responsibilities
Directors meeting
office1

Masayuki
AoyamaReappointment

Male

7
years

President Director

Representative Director

21 out of 21
meetings(100.0%)21 out of 21
meetings(100.0%)

2

Yoshiharu
Inomata

Reappointment

Male

4
years

Director & Managing
Executive Officer

In charge of Corporate
Planning, Safety & HealthManagement, Quality
Control & Environmental
Management

3

Kenichi Hara

Reappointment

Male

3
years

Director & Senior
Executive Officer

In charge of Procurement,
General Manager of Sales& Marketing Dept.

21 out of 21
meetings(100.0%)

4

Terunobu
Matsuyama

Reappointment

Male

3
years

Director & Senior
Executive Officer

In charge of IR, General
Manager of Finance &Accounting Dept.

21 out of 21
meetings(100.0%)5

HiroakiIchiyanagi

Reappointment

Male

1
year

Director & Senior
Executive Officer

6

Kazuo Iwadate

Reappointment

Male

1
year

Director & Senior
Executive Officer

7

ShinyaMatsumoto

Reappointment
OutsideIndependent

Male

8
years

Outside Director―

19 out of 21
meetings(90.5%)

8

Hikari Imai

Reappointment
OutsideIndependent

Male

5
years

Outside Director―

21 out of 21
meetings(100.0%)

9

Yukari Sakai

New candidate
OutsideIndependent

Female――――Notes:

1.

General Manager,
Resources & Technology
Development Project
Dept.
In charge of Utility &Maintenance andProduction, General
Manager of Business
Process Reengineering
Dept.

Term of office, position and responsibilities are as at the time of this Annual General Shareholders Meeting.

-2-

15 out of 15
meetings(100.0%)15 out of 15
meetings(100.0%)2.

Candidates for Director Hiroaki Ichiyanagi and Kazuo Iwadate’s attendance at the Board of Directors meetings
is based on the Board of Directors meetings held after their assumption of office on June 25, 2020.

Reappointment: Candidate for Director to be reappointed
New candidate: Candidate for Director to be newly appointed
Outside: Candidate for Outside Director
Independent: Independent Director

-3-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1975

Joined the Company

December 2004

May 2010

Deputy General Manager, Utility &Maintenance Dept., Production Div. andManager, Electric Power Sec.
Associate General Manager, Utility &Maintenance Dept., Production Div.
General Manager, Utility & MaintenanceDept., Production Div.
Director, Pacific Energy Center Co., Ltd.

June 2011

Executive Officer, the Company

June 2014

Director, Rio Tuba Nickel Mining Corporation

June 2014
June 2014

Director, Taganito Mining Corporation
Director, the Company

June 2014

Senior Executive Officer

June 2014

General Manager, Production Div.

December 2008
April 2009

Masayuki Aoyama(December 7, 1954)

1

May 2017

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

3,200

President & Representative Director, Pacific
Gas Center Co., Ltd.
June 2018
Managing Executive Officer
July 2019
In charge of Business Process Reengineering,
Production and Recycling Business
June 2020
President Director & Representative Director(to present)
The Company nominated Masayuki Aoyama as a candidate for Director because hehas experience in engaging in the creation of new ferronickel manufacturing
technologies/facilities and maintenance of existing ones and dealing in electric
power facilities, etc., and is also involved in the management of affiliates in Japanand overseas, and we determined that he has the experience and abilities suited to achief executive officer of the Company by leveraging such experience and trackrecord.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1975
December 2004

Yoshiharu Inomata(June 6, 1954)

2

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Deputy General Manager, Quality Control
Dept., Production Div. and Manager, Analysis
Sec.
December 2006
Deputy General Manager, Quality Control
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
December 2007
Associate General Manager, Quality Control
Dept., Production Div., Manager, Quality
Assurance Sec. and Manager, Analysis Sec.
July 2008
General Manager, Quality Control Dept.,
Production Div., Manager, Quality Assurance
Sec. and Manager, Analysis Sec.
April 2009
General Manager, Quality Control Dept. andManager, Quality Assurance Sec.
June 2012
Executive Officer and General Manager,
Quality Control Dept.
June 2014
Senior Executive Officer
June 2014
General Manager, Quality Control Dept. andGeneral Manager, Environmental
Management Dept.
3,327
July 2016
General Manager, Quality Control &Environmental Management Dept.
September 2016
General Manager, Quality Control &Environmental Management Dept., General
Manager, Technical Research & Development
Dept. and Manager, Pyrometallurgy
Development Sec.
June 2017
Director (to present)
June 2017
In charge of Safety & Health Management,
Quality Control & Environmental
Management
June 2017
General Manager, Technical Research &Development Dept.
July 2019
In charge of Safety & Health Management andResources & Technology Development
Project
July 2019
General Manager, Quality Control &Environmental Management Dept.
June 2020
Managing Executive Officer (to present)
June 2020
In charge of Corporate Planning, Safety &Health Management, Quality Control &Environmental Management (to present)
The Company nominated Yoshiharu Inomata as a candidate for Director because
he has extensive experience in quality control, environmental management fields
and technical research & development, and we determined that he has theexperience and abilities suited to a Director who can take charge of the
management of the Company by leveraging such experience and track record.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1988
October 2010

Kenichi Hara
(May 20, 1964)

3

Reason for nomination as
candidate for Director

Terunobu Matsuyama(December 16, 1969)

4

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Assistant General Manager, Environment &Recycle Business Dept.
December 2011
Assistant General Manager, Ferro Nickel
Sales Dept.
December 2012
Associate General Manager, Ferro Nickel
Sales Dept.
June 2014
Executive Officer
June 2014
General Manager, Ferro Nickel Sales Dept.
2,200
June 2017
Senior Executive Officer (to present)
March 2018
Director, Pacific Sowa Corporation (topresent)
June 2018
Director (to present)
June 2018
In charge of Sales
July 2019
General Manager, Sales & Marketing Dept.
(to present)
June 2020
In charge of Procurement (to present)
The Company nominated Kenichi Hara as a candidate for Director because he has
extensive experience in the sales field, and we determined that he has theexperience and abilities suited to a Director who can take charge of the
management of the Company by leveraging his past experience and track record.
April 1988
Joined the Company
December 2010
Assistant General Manager, Finance &Accounting Dept.
December 2013
Associate General Manager, Finance &Accounting Dept.
May 2014
Auditor, Pacific Gas Center Co., Ltd.
June 2014
General Manager, Finance & Accounting
2,143
Dept., the Company (to present)
June 2017
Executive Officer
June 2018
Director (to present)
June 2018
Senior Executive Officer (to present)
June 2020
In charge of IR (to present)
May 2021
Director, Taiheiyo Kosan Co., Ltd. (to present)
The Company nominated Terunobu Matsuyama as a candidate for Director because
he has a wealth of knowledge in the accounting/financial fields, and we determinedthat he has the experience and abilities suited to a Director who can take charge ofthe management of the Company by leveraging such experience and track record.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 2003
December 2009

Hiroaki Ichiyanagi(April 24, 1960)

5

Reason for nomination as
candidate for Director

Kazuo Iwadate(January 14, 1967)

6

Reason for nomination as
candidate for Director

Number ofshares oftheCompany
held

Joined the Company
Deputy General Manager, Ore Purchasing &Mining Engineering Dept.
December 2012
Associate General Manager, Ore Purchasing& Mining Engineering Dept.
June 2014
Executive Officer
June 2014
General Manager, Ore Purchasing & Mining
Engineering Dept.
1,200
June 2017
Senior Executive Officer (to present)
June 2018
Director, Rio Tuba Nickel Mining Corporation(to present)
June 2018
Director, Taganito Mining Corporation (topresent)
July 2019
General Manager, Resources & Technology
Development Project Dept., the Company (topresent)
June 2020
Director (to present)
The Company nominated Hiroaki Ichiyanagi as a candidate for Director because hehas a wealth of knowledge in the ore procurement and overseas resources
development fields, and is also involved in the management of overseas affiliates,
and we determined that he has the experience and abilities suited to a Director who
can take charge of the management of the Company by leveraging such experienceand track record.
April 1985
Joined the Company
December 2009
Deputy General Manager, Production Dept.,
Production Div.
December 2012
General Manager, Production Dept.,
Production Div.
November 2015
General Manager, Production Dept. andGeneral Manager, Environmental Business
Dept., Production Div.
June 2017
Executive Officer
June 2017
Assistant General Manager, Production Div.,
951
General Manager, Utility & MaintenanceDept. and General Manager, Environmental
Business Dept.
July 2019
General Manager, Business Process
Reengineering Dept. (to present)
May 2020
President & Representative Director, Pacific
Gas Center Co., Ltd. (to present)
June 2020
Director (to present)
June 2020
Senior Executive Officer (to present)
June 2020
In charge of Utility & Maintenance andProduction (to present)
The Company nominated Kazuo Iwadate as a candidate for Director because hehas extensive experience in the production and maintenance fields, and wedetermined that he has the experience and abilities suited to a Director who cantake charge of the management of the Company by leveraging his past experienceand track record.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

April 1987

[Candidate for Outside
Director]
Shinya Matsumoto(August 12, 1959)

7

Reason for nomination as
candidate for Outside
Director and expected roles[Candidate for Outside
Director]
Hikari Imai
(July 23, 1949)

8

Reason for nomination as
candidate for Outside
Director and expected roles

Number ofshares oftheCompany
held

Registered as attorney, joined Marunouchi
Sogo Law Office
July 1996
Partner and attorney
June 2001
Outside Corporate Auditor, Impress
Corporation (now Impress Holdings, Inc.)(to present)
June 2006
Member of Special Committee, the0Company
June 2007
Outside Director, The Shibusawa Warehouse
Co., Ltd. (to present)
October 2011
Partner and Representative Attorney,
Marunouchi Sogo Law Office (to present)
June 2013
Outside Director, the Company (to present)
The Company nominated Shinya Matsumoto as a candidate for Outside Director
because we determined that he is capable of properly performing his duties as
Outside Director based on his professional perspective and broad insight as an
attorney. We expect him to promote the enhancement of compliance andimprovement of corporate governance at the Company by leveraging the abovementioned perspective and insight.
April 1974
Joined Yamaichi Securities Co., Ltd.
January 1986
Joined Morgan Stanley Japan Securities Co.,Ltd.
April 1993
Joined Merrill Lynch Japan Incorporated
January 1999
Deputy Chairman, and Chairman, Investment
Banking Division, Merrill Lynch Japan
Securities Co., Ltd
November 2007
Vice-President and Director, RECOF
0
Corporation
April 2008
President
July 2010
Advisor, Ebara Foods Industry, Inc.
April 2012
Outside Director, Olympus Corporation
June 2015
Outside Director, CYBERDYNE Inc. (topresent)
June 2016
Outside Director, the Company (to present)
November 2019
Outside Director, SHIMACHU CO., LTD.
The Company nominated Hikari Imai as a candidate for Outside Director because
we determined that he is capable of properly performing his duties as Outside
Director based on his extensive experience as a corporate manager over many
years. We expect him to promote the improvement of corporate governance and theenhancement of the foundation of corporate management at the Company byleveraging the above-mentioned experience.

-8-

Name
(Date of birth)

No.

Career summary, positions, responsibilities
and significant concurrent positions

Number ofshares oftheCompany
held

Joined Nomura Securities Co., Ltd.
Director of Corporate Tune Co., Ltd.
Standing Outside Audit and Supervisory
Board Member of UNITED ARROWS LTD.
June 2008
Outside Auditor of REPROCELL Inc.
September 2013
Outside Auditor of Beauty Kadan Co., Ltd.
0
June 2016
Outside Director (Standing Audit andSupervisory Committee Member) of UNITED
ARROWS LTD. (to present)
October 2017
Outside Director (Audit and Supervisory
Committee Member) of Tea Life Co., Ltd.
March 2019
External Director (Audit & Supervisory Board
Member) of Uzabase, Inc. (to present)
The Company nominated Yukari Sakai as a candidate for Outside Director because
we determined that she is capable of properly performing her duties as Outside
Director based on her extensive experience as a corporate manager in a wide rangeof business fields. We expect her to promote the enhancement and reinforcement ofcorporate governance at the Company based on a variety of perspectives from theviewpoint of diversity, by leveraging the above-mentioned experience.

April 1991
January 2005
June 2005
New candidate[Candidate for Outside
Director]
Yukari Sakai(June 23, 1968)

9

Reason for nomination as
candidate for Outside
Director and expected roles

Notes:

1.
2.
3.

4.

5.

Candidate Ms. Yukari Sakai is a candidate for a new Director.
There are no special interests between each candidate and the Company.
Contract for limited liability with Directors
The Company has entered into a contract for limited liability with each of the candidates for Directors Mr. Shinya
Matsumoto and Mr. Hikari Imai pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act andArticle 30 of the Articles of Incorporation, and plans to continue the said contract subject to the approval of theirreappointment.
Furthermore, if the candidate for Director Ms. Yukari Sakai is elected at this Annual General Shareholders Meeting,
the Company plans to enter into a contract with her that limits liability for damages under Article 423, Paragraph 1 of
the Companies Act, in accordance with the provisions of Article 423, Paragraph 1 of the Companies Act and Article
30 of the Articles of Incorporation, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act.
The gist of the said contract for limited liability is that the liability referred to in Article 423, Paragraph 1 of theCompanies Act shall be limited to the amount provided for in laws and regulations when the three Directors haveacted in good faith and without gross negligence in performing their duties as Directors.
Directors and officers liability insurance contract with Directors
The Company has entered into a directors and officers liability insurance contract with an insurance company tocover damages and litigation expenses to be borne by the insureds, in the event of a claim for damages arising fromthe insured’s conduct (including omissions) in the course of their duties as directors and officers of the Company.
The candidates for Director will be insured under the relevant insurance contract. The contract is scheduled to be
renewed with the same terms and conditions at the next renewal.
Matters concerning Outside Directors are as follows.
(1) Candidates Mr. Shinya Matsumoto, Mr. Hikari Imai, and Ms. Yukari Sakai are candidates for Outside Directors
provided for in Article 2, Paragraph 3 (vii) of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Shinya Matsumoto and Mr. Hikari Imai as Independent Directors pursuant to
the regulations set forth by the Tokyo Stock Exchange and submitted a notification of their designation to thesaid exchange.
Furthermore, the Company plans to designate Ms. Yukari Sakai as Independent Director pursuant to theregulations set forth by the Tokyo Stock Exchange and submit a notification of her designation to the saidexchange, if she is elected as Outside Director of the Company.
(2) Number of years served as Outside Directors by candidates for Outside Directors since their appointment(i) Mr. Shinya Matsumoto will have served as Outside Director of the Company for eight years at theconclusion of this Annual General Shareholders Meeting.
(ii) Mr. Hikari Imai will have served as Outside Director of the Company for five years at the conclusion of thisAnnual General Shareholders Meeting.
(3) Candidates Mr. Shinya Matsumoto, Mr. Hikari Imai, and Ms. Yukari Sakai have never been Executives orOfficers (excluding those who are Executives) of a Specified Associated Service Provider (Article 2, Paragraph
3 (xix) of the Ordinance for Enforcement of the Companies Act) of the Company over the past ten years.

-9-

(4)

Candidates Mr. Shinya Matsumoto, Mr. Hikari Imai, and Ms. Yukari Sakai each have held office as a directorof other stock companies over the past five years, and there are no circumstances indicating unfair execution ofbusiness during their terms of office at these companies.

- 10 -

<Reference> Criteria for determining independence of independent officers
The Company has established the criteria for determining independence of its independent officers as follows.
1. An independent officer shall be an Outside Director or an Outside Auditor with no risk of conflict of interest
arising with general shareholders.
2. An independent officer shall not be a major business partner (supplier or buyer) of the Company or a director,
executive or auditor thereof.
3. An independent officer shall not be a consultant, attorney, certified public accountant, certified tax accountant,etc. to whom the Company pays annual compensation amounting to one million yen or more other than officer’s
compensation.
4. An independent officer shall not be a shareholder of the Company.
5. An independent officer shall not be a friend of a Director or Auditor of the Company.
6. An independent officer shall not formerly or currently be:(1) A director, executive, auditor or accounting advisor of the Company or the Company’s subsidiaries, etc.;(2) A shareholder who holds 5% or more of the Company’s shares or a director, executive or auditor of an
institutional shareholder who holds 5% or more of the Company’s shares;(3) A director, executive or auditor of the parent company of the shareholder referred to in paragraph (2) above;(4) A member of a corporation organized by a consultant, attorney, certified public accountant, certified tax
accountant, etc. to whom the Company pays annual compensation amounting to one million yen or moreother than officer’s compensation;(5) A major business partner (supplier or buyer) of the Company or a former member of such client other thandirector, executive or auditor thereof;(6) A shareholder who holds 5% or more of the Company’s shares or a former member of an institutional
shareholder who holds 5% or more of the Company’s shares other than director, executive or auditor thereof;(7) A former member of the parent company of the shareholder referred to in paragraph (6) above other thandirector, executive or auditor of such parent company;(8) A member of a company whose relationship with the Company involves having outside officers from bothparties;(9) A recipient of donations from the Company or a former member thereof; or(10) A relative within third degree of kinship to any of the aforementioned persons.
[End of document]- 11 -