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 5, 2019
To our shareholders:
Kimiyasu Marusaki
Representative Director and President
Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 120TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 120th 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 of Shareholders
hereafter.
[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, 2019 (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 26, 2019 (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 27, 2019 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 120th Term (from April 1, 2018 to March 31,2019), 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 120th Term (from April 1, 2018 to March 31, 2019)
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 Two (2) Substitute Directors Who Are Audit and Supervisory Committee
Proposal 4:
Members1

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 ofstable dividends and other factors. However, there was a substantial unavoidable loss in the business performance forthe current fiscal year compared to the previous fiscal year, and it is expected that there will continue to be difficult
circumstances in the business environment moving forward.
Therefore, in consideration of these circumstances, year-end dividend for the current fiscal year will decrease by ¥55
from the previous fiscal year to ¥70 per share, as shown below. The Company sincerely asks for understanding inregard to this matter.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥70 per common share of the Company
Total amount: ¥950,492,620(3) Effective date of dividends of surplus
June 28, 20192

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 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 CompanyApr. 1980Mar. 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 Divisionand Procurement Control Department

Number of theCompany’s Shares
Owned

3,200 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(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CandidateNo.

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)

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

4,700 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 UFJTrust & Banking Corporation (U.S.A.))
Executive Officer, Trust Assets Planning
June 2008
Division, Mitsubishi UFJ Trust and BankingCorporation
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi UFJ
Masaaki Yamagishi
2,800 shares
Financial Group, Inc.
(February 2, 1958)
Executive Officer, Administration Division, theJune 2011
3
Company
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, AdministrationDivision(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 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. 1972
Apr. 2002
June 2003
Apr. 2005
Apr. 2006

Minoru Tada
(March 16, 1950)

June 2010

Joined Mitsubishi Corporation
Division COO, Iron & Steel Div., Mitsubishi
Corporation
President, Mitsubishi Corporation do Brasil
S.A.
Senior Vice President, Mitsubishi Corporation
Senior Assistant to Group CEO, Metals Group,
Mitsubishi Corporation
Resigned from Mitsubishi Corporation

Number of theCompany’s Shares
Owned

700 shares

Audit & Supervisory Board Member, theCompany
Director (who is Audit and Supervisory
June 2017
Committee Member), the Company(current position)(Significant Concurrent Positions Outside the Company)
Director, CBH Resources Ltd. (part-time)(Reasons for nomination as candidate for outside Director)
Mr. Minoru Tada has ample experience and broad insight in both domestic operations and overseas businesses acquired at
Mitsubishi Corporation and actively offers opinions and proposals as an outside Director by utilizing such experience.
The Company proposes to reelect Mr. Minoru Tada as an outside Director who is an Audit and Supervisory Committee
Member, judging he can contribute to ensuring the proper oversight and sound business practices in the overallmanagement of the Company.
Joined the CompanyApr. 1976
General Manager of Treasury Department,Mar. 2002
Administration Division
Executive Officer, Deputy General Manager ofJune 2011
Administration Division
Executive Officer, General Manager ofJune 2012
Administration Division
Toshio Otoba
Director and Executive Officer, GeneralJune 2014
4,200 shares(July 14, 1952)
Manager of General Affairs Division, Internal
Audit Office, and CSR Promotion OfficeDirector and Executive Officer, GeneralMay 2015
2Manager of General Affairs Division and CSR
Promotion OfficeDirector (who is Audit and SupervisoryJune 2017Committee Member)(current position)(Reasons for nomination as candidate for outside Director)
Mr. Toshio Otoba has ample experience, proven track record, and broad insight concerning finance, accounting, corporate
governance, and compliance acquired through his involvement in the finance and general affairs divisions of theCompany over many years, and actively offers opinions and proposals as a Director who is an Audit and Supervisory
Committee Member. The Company proposes to reelect Mr. Toshio Otoba as an outside Director who is an Audit andSupervisory Committee Member, judging he can contribute to ensuring the proper oversight and sound business practices
in the overall management of the Company.
(Notes) 1. There is no special interest between the candidates and the Company.
2. Mr. Minoru Tada is a candidate for outside Director.
3. Tenure as outside Director who is Audit and Supervisory Committee Member of the Company
Mr. Minoru Tada is currently an outside Director who is Audit and Supervisory Committee Member of the Company,
and at the conclusion of this meeting, his tenure as an outside Director who is Audit and Supervisory Committee Memberwill have been two (2) years.
4. If the election of Mr. Minoru Tada and Mr. Toshio Otoba is approved, pursuant to the provisions of Article 427,
paragraph 1 of the Companies Act, the Company plans to continue agreements with them to limit the liability for
1June 2011

-6-

5.

damages under Article 423, paragraph 1 of the same Act. The maximum amount of liability for damages under thisagreement is the minimum liability amount provided for under laws and regulations.
Mr. Minoru Tada satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., andthe Company plans to renew his appointment as an independent officer if his reelection is approved.

-7-Proposal 4:

Election of two (2) Substitute Directors Who are Audit and Supervisory Committee Members

The Company proposes the election of two (2) substitute Directors who are Audit and Supervisory Committee
Members 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-electionof Mr. Shusaku Osaka and Mr. Masashi Shishime, who were elected as substitute Directors who are Audit andSupervisory Committee Members at the 118th Ordinary General Meeting of Shareholders held on June 29, 2017,
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 candidates for substitute Directors who are Audit and Supervisory Committee Members are as follows:
As for the order in which substitute Directors who are Audit and Supervisory Committee Members take up thepost of Audit & Supervisory Committee Member, Mr. Shusaku Osaka takes first priority and Mr. Masashi
Shishime takes second priority.
CandidateNo.

Name(Date of Birth)

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

Number of theCompany’s Shares
Owned

Registered as attorney-at-law and joined Tetsuji
Osaka Law Firm (Registered with Osaka BarAssociation)
Shusaku Osaka
0 shares(April 9, 1962)
Joined Sanada Law Firm (Registered with theSep. 1999
Tokyo Bar Association)(current position)
1(Reasons for nomination as candidate for substitute outside Director)
The Company proposes to elect Mr. Shusaku Osaka as a substitute outside Director who is an Audit and SupervisoryCommittee 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 theCompany. He has never been directly involved in the management of a company. However, the Company judges he willappropriately fulfill his duties as an outside Director who is an Audit and Supervisory Committee Member based on theabove reasons.
Registered as attorney-at-law and joined
Apr. 1986
Kashima Law Firm
Established Shishime Law Office
Oct. 1997Outside Audit & Supervisory Board Member,June 2006
Masashi Shishime
0 sharesYokogawa Bridge Holdings Corp.
(February 16, 1955)(current position)
Outside Audit & Supervisory Board Member,June 2011
The Shibusawa Warehouse Co., Ltd.
2
(current position)(Reasons for nomination as candidate for substitute outside Director)
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 theCompany. He has never been directly involved in the management of a company. However, the Company judges he willappropriately fulfill his duties as an outside Director who is an Audit and Supervisory Committee Member based on theabove reasons.
(Notes) 1. There is no special interest between the candidates and the Company.
2. Mr. Shusaku Osaka and Mr. Masashi Shishime are candidates for substitute outside Directors.
3. If this proposal is approved and Mr. Shusaku Osaka and Mr. Masashi Shishime assume the office of outside Director, pursuant
to the provisions of Article 427, paragraph 1 of the Companies Act, the Company plans to enter into agreements withthem 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. If this proposal is approved and Mr. Shusaku Osaka and Mr. Masashi Shishime assume the office of outside Director, theCompany plans to submit notification to Tokyo Stock Exchange, Inc. concerning their appointment as independentofficers.
Apr. 1997-8-