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, 2017
To our shareholders:
Tatsuya Tejima
Representative Director and President

Toho Zinc Co., Ltd.
1-8-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 118TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the118th 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
mail to reach us no later than 5:40 p.m., Wednesday, June 28, 2017 (Japan Standard Time).
[Voting via the Internet]
Please access the voting website designated by the Company (http://www.evote.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 28, 2017 (Japan
Standard 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 29, 2017 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.)- 1 -3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 118th Term (from April 1, 2016 to March
31, 2017), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 118th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Consolidation of Shares
Proposal 3:
Partial Amendments to the Articles of Incorporation
Proposal 4:
Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 5:
Election of Three (3) Directors Who Are Audit and Supervisory Committee Members
Proposal 6:
Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee
Members
Proposal 7:
Determination of the Amounts of Remuneration for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal 8:
Determination of the Amounts of Remuneration for Directors Who Are Audit andSupervisory Committee Members
Proposal 9:
Payment of Bonuses to Directors- 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 businessperformance, business environment surrounding the Group, internal reserves for future business development,
maintenance of stable dividends and other factors.
In line with this policy, the Company proposes to pay a year-end dividend for the current fiscal year of ¥10 per
share, which is ¥5 higher than that for the previous fiscal year.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property to shareholders and total amount thereof¥10 per common share of the Company
Total amount: ¥1,357,925,070(3) Effective date of dividends of surplus
June 30, 2017

- 3 -

Proposal 2:

Consolidation of Shares

1. Reason of consolidation of shares
The Japanese Stock Exchange announced the “Action Plan for Consolidating Trading Units,” which aims toconsolidate the trading unit for common shares of domestic listed companies to 100 shares by October 1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company shall respect this intention and it resolved tochange its number of shares that constitutes one unit from 1,000 to 100 shares at its Board of Directors meeting
held on April 20, 2017.
Therefore, ten (10) shares shall be consolidated to one (1) share of Company’s share and the total number ofauthorized shares shall change from the current 264 million shares to 26.4 million shares at the same ratio forthe purpose of maintaining the appropriate standard for the unit of investment as well as ensuring no change tothe number of voting rights held by each shareholder.
Please note that the above change to the number of share units will take effect on October 1, 2017 as acondition for approval of this proposal in its original form.
2. Ratio of consolidation
The Company proposes the consolidation of ten (10) shares into one (1) share of common share of theCompany.
If a fraction of less than one (1) share is created due to the consolidation of shares, all such fractional shares
will be sold together in accordance with the Companies Act, and the proceeds will be distributed toshareholders who held the fractional shares in proportion to the number of fractional shares they held.
3. Effective date for the consolidation of shares
October 1, 2017
4. Total number of authorized shares as of the effective date
26,400,000 shares
By implementing the consolidation of shares subject to this proposal, it will be deemed that the Articles ofIncorporation is amended with respect to the above total number of authorized shares on the effective date,pursuant to Article 182, paragraph 2 of the Companies Act.
[Reference](1) Partial amendments to the Articles of Incorporation
If this proposal and Proposal 3 “Partial Amendments to the Articles of Incorporation” are approved in their
original form, the partial amendments below will be made to the Company’s Articles of Incorporation as of
October 1, 2017.
The details of the amendments are as follows:
Current Articles of Incorporation(Total Number of Authorized Shares)
Article 5
The total number of shares authorized to be issued by theCompany shall be 264,000,000.
(Number of Shares per Share Unit)
Article 7
The number of shares constituting one unit of shares of theCompany shall be 1,000.

(Amended sections are underlined)
Proposed amendments(Total Number of Authorized Shares)
Article 5
The total number of shares authorized to be issued by theCompany shall be 26,400,000.
(Number of Shares per Share Unit)
Article 7
The number of shares constituting one unit of shares of theCompany shall be 100.

(2) Impact of the consolidation of shares on shareholders
The number of shares held after the consolidation of shares will be one-tenth of the number before
consolidation, but the corporate assets and the state of capital will not change before or after the consolidation.
The asset value for one (1) share will be ten (10) times of the value and the asset value of Company shares heldby all of the shareholders will not change by factors other than those related to fluctuations in the stock market.

- 4 -Proposal 3:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
1) In accordance with “Act for Partial Revision of the Companies Act” (Act No. 90 of 2014) implemented
on May 1, 2015, a company with an Audit and Supervisory Committee was introduced.
The Company proposes the transition to a company with an Audit and Supervisory Committee for the
purpose of strengthening the auditing and monitoring functions for the performance of duties by the
Board of Directors and improving the flexibility and speed of decision-making. This would mean
establishment of new provisions related to the Audit and Supervisory Committee and Audit andSupervisory Committee Members as well as deletion of provisions related to the Audit & Supervisory
Board Member and Audit & Supervisory Board.
2) The Company proposes the necessary amendments such as renumbering of certain Articles associatedwith aforementioned revision.
The amendments to the Articles of Incorporation related to this proposal will take effect as of the conclusion ofthis ordinary general meeting of shareholders.
2. Details of the amendments
The details of the amendments are as follows:(Amended sections are underlined)
Proposed amendments
Chapter 1
General Provisions

Current Articles of Incorporation
Chapter 1
General Provisions(Trade Name)
Article 1
The name of the Company shall be “Toho Aen Kabushiki
Kaisha” and in English it shall be “Toho Zinc Co., Ltd.”(Trade Name)
Article 1(Change in Japanese only; English unchanged)(Purpose)
Article 2
The purpose of the Company shall be to engage in thefollowing business activities:
Article 1 to 23 (Omitted)(Purpose)
Article 2(Change in Japanese only; English unchanged)(Location of the Head Office)
Article 3
The head office of the Company shall be located at Chiyoda
Ward, Tokyo, Japan.

(Location of the Head Office)
Article 3(Change in Japanese only; English unchanged)(Method of Public Notice)
Article 4 (Omitted)(Method of Public Notice)
Article 4 (Unchanged)

Chapter 2
Shares(Total Number of Authorized Shares)
Article 5
The total number of shares authorized to be issued by theCompany shall be 264,000,000.

Chapter 2
Shares(Total Number of Authorized Shares)
Article 5(Change in Japanese only; English unchanged)

Article 1. to 23. (Unchanged)- 5 -Current Articles of Incorporation
Article 6 to Article 7 (Omitted)

Proposed amendments
Article 6 to Article 7 (Unchanged)(Demand for Sale of Holder of Shares Less than One Unit)
Article 8
A shareholder of the Company who holds shares less than one
unit may request the Company to sell to the shareholder anumber of shares which will, when combined with the numberof shares already held by the shareholder, constitute one shareunit (hereinafter referred to as additional purchase).

(Demand for Sale of Holder of Shares Less than One Unit)
Article 8
A shareholder of the Company who holds shares less than one
unit may request the Company to sell to the shareholder anumber of shares which will, when combined with the numberof shares already held by the shareholder, constitute one shareunit (hereinafter referred to as “additional purchase”).

(Limitations of Rights for Shareholders with Shares Less Than
One Unit)
Article 9
A shareholder of the company with shares less than one unit
cannot exercise voting rights other than the rights given below.
(1) Rights set forth in items of Article 189, paragraph 2 of theCompanies Act;

(Limitations of Rights for Shareholders with Shares Less Than
One Unit)
Article 9(Change in Japanese only; English unchanged)(2) Rights to demand acquisition of shares with put option;(3) Right to receive an allotment of offered shares and offeredshare acquisition rights; and(4) Rights to demand adding of holdings of shares less than
one unit stipulated in the previous Article(Shareholder Register Administrator)
Article 10
1. The Company shall have a shareholder register
administrator.

(Shareholder Register Administrator)
Article 10(Change in Japanese only; English unchanged)

2. The shareholder register administrator and the place ofbusiness thereof shall be selected by resolution of theBoard of Directors and public notice thereof shall be given.
(Share Handling Rules)
Article 11
Handling of the inclusions and recordings to the shareholder
register and the share acquisition right register, purchase andadding of holdings for shares less than one unit, and othershares and subscription rights to shares as well as procedures,etc. and processing fees when exercising rights to shares shallbe governed by stipulations in applicable laws and regulations
as well as the Articles of Incorporation in addition to the Share
Handling Rules defined by the Board of Directors.

(Share Handling Rules)
Article 11(Change in Japanese only; English unchanged)(Base Date)(Base Date)
Article 12
Article 12
1. The Company shall consider shareholders who have voting
1. (Change in Japanese only; English unchanged)
rights that were included or recorded in the shareholder
register by March 31st of each fiscal year as shareholders
who are able to exercise rights at the ordinary general
meeting of shareholders for that fiscal year.
2. (Omitted)

2. (Unchanged)- 6 -Current Articles of Incorporation
Proposed amendments
Chapter 3
Chapter 3
General Meeting of Shareholders
General Meeting of Shareholders(General Meeting of Shareholders Convocation)(General Meeting of the Shareholders Convocation)
Article 13
Article 13
An ordinary general meeting of shareholders shall be convened(Change in Japanese only; English unchanged)
in June every year. An extraordinary general meeting ofshareholders shall be convened whenever necessary.
Article 14 to Article 18 (Omitted)

Article 14 to Article 18 (Unchanged)

Chapter 4
Directors and Board of Directors

Chapter 4
Directors and Board of Directors(Establishment of Board of Directors)
Article 19
The Company shall have a Board of Directors.

(Establishment of Board of Directors)
Article 19(Change in Japanese only; English unchanged)(Number of Members on the Board of Directors)
Article 20
The Company shall have no more than ten (10) Directors.

(Number of Members on the Board of Directors)
Article 20
1. The Company shall have no more than eight (8) Directors(excluding Directors who are Audit and Supervisory
Committee Members).

(Newly established)(Election of Directors)
Article 21
1. Directors shall be elected by resolution of the General
Meeting of Shareholders.

2. The Company shall have no more than five (5) Directors
who are Audit and Supervisory Committee Members.
(Election of Directors)
Article 21
1. Directors who are Audit and Supervisory Committee
Members shall be distinguished from those that are not
Audit and Supervisory Committee Members, and electedby resolution of the General Meeting of Shareholders.

2. (Omitted)

2. (Unchanged)

3. (Omitted)

3. (Unchanged)(Term of Office of Directors)
Article 22
The term of office of Directors shall extend to the end of theOrdinary General Meeting of Shareholders for the last fiscal
year ending within one (1) year after election.

(Term of Office of Directors)
Article 22
1. The term of office of Directors (excluding Directors who
are Audit and Supervisory Committee Members) shallextend to the end of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within one (1)year after election.

(Newly established)

2. The term of office of Directors who are Audit andSupervisory Committee Members shall extend to the end of
the Ordinary General Meeting of Shareholders for the last
fiscal year ending within two (2) years after election.

(Newly established)

3. The term of office of Directors who are Audit andSupervisory Committee Members elected as substitutes for
Directors who are Audit and Supervisory Committee
Members retiring before the end of their term of office shallextend to the end of the term of office of the retiring
Directors who are Audit and Supervisory Committee
Members.

- 7 -Current Articles of Incorporation(Newly established)

Proposed amendments
4. The effective term of election of substitute Directors who
are Audit and Supervisory Committee Members shallextend to the start of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within two (2)years after election of the substitute Director who is Audit
and Supervisory Committee Member at the General
Meeting of Shareholders.

(Representative Directors and Directors With Special Titles)
Article 23
1. The Board of Directors shall select Representative
Directors of the Company via resolution.

(Representative Directors and Directors With Special Titles)
Article 23
1. The Board of Directors shall select Representative
Directors via resolution from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).

2. The Board of Directors may select, by its resolution, one(1) Director and Chairman, one Director and President, one
or a small number of Directors and Vice Presidents, one (1)or a small number of Senior Managing Directors, and one
or a small number of Managing Directors.
(Board of Directors Convocation Notices)
Article 24
Board of Directors convocation notices shall be sent to each
Director and Audit & Supervisory Board Member no fewer
than three days before meetings. However, this period can beshortened in case of an emergency.
(Newly established)

2. The Board of Directors may select one (1) Director andChairman and one Director and President via resolution
from among the Directors (excluding Directors who are
Audit and Supervisory Committee Members).

(Board of Directors Convocation Notices)
Article 24
1. Board of Directors convocation notices shall be sent toeach Director no fewer than three days before meetings.
However, this period can be shortened in case of an
emergency.
2. If all Directors agree, the Board of Directors meetings canbe held without going through a convocation procedure.

(Method for Making Resolutions in the Board of Directors
Meeting)
Article 25 (Omitted)(Method for Making Resolutions in the Board of Directors
Meeting)
Article 25 (Unchanged)(Omission of Resolutions of the Board of Directors)
Article 26
The Company shall deem that a resolution of the Board of
Directors to determine the aforementioned matters to beresolved has been made where an agreement is reached onmatters to be resolved by every Director on the Board of
Directors in writing or electronic record. However, this is not
limited to when an objection is raised by an Audit &Supervisory Board Member.

(Omission of Resolutions of the Board of Directors)
Article 26
The Company shall deem that a resolution of the Board of
Directors to determine the aforementioned matters to beresolved has been made where an agreement is reached onmatters to be resolved by every Director on the Board of
Directors in writing or electronic record.

(Newly established)(Delegation of Decisions on Important Business Operations)
Article 27
The Company may, pursuant to Article 399-13, paragraph 6 of
the Companies Act, via resolution of the Board of Directors,delegate all or part of decisions on important business
operations (except for matters set forth in Article 399-13,
paragraph 5) to Directors.

- 8 -Current Articles of Incorporation(Minutes of Board of the Directors Meetings)
Article 27
A record of the proceedings and the outcome of the Board of
Directors as well as items stipulated in other laws andregulations shall be included and recorded in the minutes andDirectors and Audit & Supervisory Board Members present at
the meeting shall adhere their stamp or digital signature to theminutes.

Proposed amendments(Minutes of Board of the Directors Meetings)
Article 28
A record of the proceedings and the outcome of the Board of
Directors as well as items stipulated in other laws andregulations shall be included and recorded in the minutes andDirectors present at the meeting shall adhere their stamp or
digital signature to the minutes.

(Regulations of the Board of Directors)
Article 28
Matters related to the Board of Directors, in addition to laws
and regulations, as well as the terms and conditions in these
Articles of Incorporation, shall be conducted in accordancewith the Board of Directors regulations established by the
Board of Directors.

(Regulations of the Board of Directors)
Article 29(Change in Japanese only; English unchanged)(Remuneration, etc. of Directors)
Article 29
Remuneration, bonuses and other economic benefits given by
the Company in consideration for the execution of duties(hereinafter referred to as the “Remuneration, etc.”) to
Directors shall be determined by resolution of a general
meeting of shareholders.

(Remuneration, etc. of Directors)
Article 30
For Director remuneration, bonuses, and other economic
benefits given by the Company in consideration for the
execution of duties (hereinafter “Remuneration, etc.”),Directors who are Audit and Supervisory Committee Members
shall be distinguished from those that are not Audit andSupervisory Committee Members, and shall be determined byresolution of the General Meeting of Shareholders.

(Exemption of Directors From Liability)(Exemption of Directors From Liability)
Article 30
Article 31(Change in Japanese only; English unchanged)
1. The Company may exempt Directors (including people
who were formerly Directors) from the liability in Article
423 paragraph 1 of the Companies Act by resolution of theBoard of Directors up to the amount obtained by deducting
the minimum liability stipulated by the laws andregulations from the amount of indemnity liability if the
exemption corresponds to the requirements defined in
Article 426 paragraph 1 of the same act.
2. The Company may enter into agreements that limit liabilityof Article 423 paragraph 1 of the Companies Act with
Directors (including persons who are Executive Directors)
if the agreements correspond to the requirements defined in
Article 427 paragraph 1 of the same act. However, the limit
to liability in accordance with the aforementioned
agreements shall be the minimum liability stipulated inlaws and regulations.
Chapter 5
Audit & Supervisory Board Member and Audit & Supervisory
Board(Establishment of Audit & Supervisory Board Members and(Deleted)
Audit & Supervisory Board)
Article 31
The Company shall have Audit & Supervisory Board Members
and Audit & Supervisory Board.

- 9 -Chapter 5
Audit and Supervisory Committee

Current Articles of Incorporation(Number of Audit & Supervisory Board Members)
Article 32
The Company shall have no more than four (4) Audit &Supervisory Board Member.

Proposed amendments(Deleted)(Election of Audit & Supervisory Board Members)
Article 33
1. Audit & Supervisory Board Members shall be elected byresolution of the General Meeting of Shareholders.

(Deleted)

2. Elections of Audit & Supervisory Board Members shall be
by majority decision, with more than one-third (1/3)
attendance of shareholders with voting rights.
(Election of Audit & Supervisory Board Members)
Article 34
1. The term of office of Audit & Supervisory Board Member
shall extend to the end of the Ordinary General Meeting of
Shareholders for the last fiscal year ending within four (4)years after election.

(Deleted)

2. The term of office of Audit & Supervisory Board Member
elected as substitutes shall extend to the end of the term ofoffice of the retiring Audit & Supervisory Board Member.
(Full-Time Audit & Supervisory Board Members)
Article 35
The Audit & Supervisory Board shall select full-time Audit &Supervisory Board Members from Audit & Supervisory Board
Members.

(Deleted)(Notice of Meeting of the Audit & Supervisory Board)(Deleted)
Article 36
Audit & Supervisory Board convocation notices shall be sent toeach Audit & Supervisory Board Member no fewer than threedays before Board meetings. However, this period can beshortened in the case of an emergency.
(Method for Resolutions of the Audit & Supervisory Board)
Article 37
Unless otherwise provided for by laws and regulations,resolutions of the Audit & Supervisory Board shall be made bya majority vote of Audit & Supervisory Board Members.

(Deleted)(Minutes of Audit & Supervisory Board Meetings)(Deleted)
Article 38
A record of the proceedings and the outcome of the Audit &Supervisory Board as well as items stipulated in other laws andregulations shall be included and recorded in the minutes andthe Audit & Supervisory Board Members present at themeeting shall adhere their stamp or digital signature to theminutes.

- 10 -

Current Articles of Incorporation(Audit & Supervisory Board Regulations)
Article 39
Matters related to the Audit & Supervisory Board, in addition
to laws and regulations, as well as the terms and conditions inthese Articles of Incorporation, shall be conducted inaccordance with Audit & Supervisory Board regulations
established by the Audit & Supervisory Board.
(Remuneration, etc. of Audit & Supervisory Board Members
Article 40
Remuneration and such of Audit & Supervisory Board
Members shall be established by resolution of the General
Meeting of Shareholders.

Proposed amendments(Deleted)(Deleted)(Exemption of Audit & Supervisory Board Members From
(Deleted)
Liability)
Article 41
1. The Company may exempt Audit & Supervisory Board
Members (including persons who were formerly Audit &Supervisory Board Members) from the liability in Article
423 paragraph 1 of the Companies Act by resolution of theBoard of Directors up to the amount obtained by deducting
the minimum liability stipulated by the laws andregulations from the amount of indemnity liability if the
exemption corresponds to the requirements defined in
Article 426 paragraph 1 of the same act.
2. The Company may enter into agreements that limit liabilityof Article 423 paragraph 1 of the Companies Act with
Audit & Supervisory Board Members if the agreements
correspond to the requirements defined in Article 427
paragraph 1 of the same act. However, the limit to liability
in accordance with the aforementioned agreements shall be
the minimum liability stipulated in laws and regulations.
(Newly established)(Establishment of an Audit and Supervisory Committee)
Article 32
The Company shall have an Audit and Supervisory Committee.

(Newly established)(Full-Time Audit and Supervisory Committee Members)
Article 33
The Audit and Supervisory Committee may select full-time
Audit and Supervisory Committee Members via resolution.

(Newly established)(Audit and Supervisory Committee Convocation Notices)
Article 34
1. The Audit and Supervisory Committee convocation notices
shall be sent to each Audit and Supervisory Committee
Member no fewer than three days before Board meetings.
However, this period can be shortened in case of an
emergency.
2. If all Audit and Supervisory Committee Members agree,
Committee meetings can be held without going through a
convocation procedure.

- 11 -

Current Articles of Incorporation(Newly established)

Proposed amendments(Method for Resolutions of the Audit and Supervisory
Committee)
Article 35
Resolutions of the Audit and Supervisory Committee shall bemade by a majority vote of the Audit and Supervisory
Committee Members with a majority of Audit and Supervisory
Committee Members present.

(Newly established)(Minutes of the Audit and Supervisory Committee Meetings)
Article 36
A record of the proceedings and the outcome of the Audit andSupervisory Committee as well as items stipulated in otherlaws and regulations shall be included and recorded in theminutes and the Audit and Supervisory Committee Memberspresent at the meeting shall adhere their stamp or digital
signature to the minutes.

(Newly established)(Regulations of the Audit and Supervisory Committee)
Article 37
Matters related to the Audit and Supervisory Committee, in
addition to laws and regulations, as well as the terms andconditions in these Articles of Incorporation, shall be
conducted in accordance with Audit & Supervisory Committee
regulations established by the Audit and Supervisory
Committee.
Chapter 6
Accounting Auditor

Chapter 6
Accounting Auditor(Appointment of Accounting Auditor)
Article 42
The Company shall have an Accounting Auditor.

(Appointment of Accounting Auditor)
Article 38
The Company shall have an Accounting Auditor.

(Election of Accounting Auditor)
Article 43 (Omitted)(Election of Accounting Auditor)
Article 39 (Unchanged)(Term of Office of Accounting Auditor)
Article 44
1. (Omitted)(Term of Office of Accounting Auditor)
Article 40
1. (Unchanged)

2. The Company shall reelect the Accounting Auditor at theconclusion of the ordinary general meeting of shareholders
when no separate resolution is made at the general meetingof shareholders in the previous provision.

2. (Change in Japanese only; English unchanged)(Remuneration, etc. of Accounting Auditor)(Remuneration, etc. of Accounting Auditor)
Article 45
Article 41
Remuneration, etc. of the accounting auditor is determined by
Remuneration, etc. of the accounting auditor is determined by
the Representative Director obtaining consent from the Audit & the Representative Director obtaining consent from the Audit
Supervisory Board.
and Supervisory Committee.

- 12 -

Current Articles of Incorporation
Chapter 7
Accounts

Proposed amendments
Chapter 7
Accounts(Business Year)
Article 46 (Omitted)(Business Year)
Article 42 (Unchanged)(Year-end Dividends)(Year-end Dividends)
Article 47
Article 43
The Company shall make monetary payments of dividends of(Change in Japanese only; English unchanged)
surplus (hereinafter “Year-end Dividends) by resolution of thegeneral meeting of shareholders to shareholders who areincluded or recorded in the shareholder registry by no later thanMarch 31 of each fiscal year and to registered pledgees ofshares.
(Interim Dividends)(Interim Dividends)
Article 48
Article 44
The Company may distribute dividends of surplus (hereinafter(Change in Japanese only; English unchanged)“Interim Dividends”) by resolution of the Board of Directors toshareholders who are included in the shareholder registry by nolater than March 31 of each fiscal year and to registeredpledgees of shares as provided for in Article 454, paragraph 5of the Companies Act.
(Prescription for Payment of Year-end Dividends)
Article 49
1. In cases where the year-end dividends and interim
dividends have not been received after the lapse of five (5)full years from the date of commencement of payment
therefor, the Company shall be exempt from the obligation
to pay such dividends.
2. (Omitted)(Newly established)(Prescription for Payment of Year-end Dividends)
Article 45
1. (Change in Japanese only; English unchanged)

2. (Unchanged)
Supplementary Provisions
1. The Company may exempt Audit & Supervisory Board
Members (including former Audit & Supervisory Board
Members) from liability for damages in Article 423,
paragraph 1 of the Companies Act related to the actions
before the conclusion of the 118th Ordinary General
Meeting of Shareholders via resolution of the Board of
Directors within the limit of laws and regulations.
2. Agreements that limit liability of Article 423 paragraph 1of the Companies Act related to actions of Audit &Supervisory Board Members (including former Audit &Supervisory Board Members) before the conclusion of the118th Ordinary General Meeting of Shareholders shall bedefined in Article 41, paragraph 2 of the Articles ofIncorporation before the amendments via resolution at thesame General Meeting of Shareholders.

- 13 -

Proposal 4:

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

If Proposal 3, “Partial Amendments to the Articles of Incorporation,” is approved in its original form, the Company
will make the transition to a company with an Audit and Supervisory Committee. The terms of office of all seven(7) Directors will expire on the effective date for the amendments to the Articles of Incorporation. Therefore, theCompany proposes the election of three (3) Directors (excluding Directors who are Audit and Supervisory
Committee Members).
This proposal, however, can only take effect after the amendments to the Articles of Incorporation in Proposal 3,“Partial Amendments to the Articles of Incorporation,” take effect.
The candidates for Directors (excluding 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. 1980
Mar. 2003
June 2011
June 2014

Kimiyasu Marusaki(October 5, 1957)

July 2015

1
June 2016

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
Director and Managing Executive Officer,
General Manager of Zinc and Lead Business
Division and Procurement Control Department(current position)

Number of theCompany’s Shares
Owned

22,000 shares(Reasons for nomination as candidate for Director)
Mr. Kimiyasu Marusaki possesses a wealth of operational experience and a proven track record through his
involvement with the zinc and lead business division of the Company over many years. 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.

- 14 -

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
Tsutomu Imai
(December 16, 1953)
2

June 2013
June 2014

June 2016

3(Note)

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(current position)

Number of theCompany’s Shares
Owned

39,000 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
he has 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.
Apr. 1980
Joined The Mitsubishi Trust and Banking
Corporation (currently Mitsubishi UFJ Trustand Banking Corporation)
Feb. 2003
Deputy General Manager of Trust Assets
Planning Division, The Mitsubishi Trust andBanking Corporation
Oct. 2004
President, Mitsubishi Trust & Banking
Corporation (U.S.A.) (currently Mitsubishi UFJ
Trust & Banking Corporation (U.S.A.))
June 2008
Executive Officer, Trust Assets Planning
Division, Mitsubishi UFJ Trust and Banking
Masaaki Yamagishi
Corporation
22,000 shares(February 2, 1958)
Executive Officer, Asset Management andAdministration Planning Div., Mitsubishi UFJ
Financial Group, Inc.
June 2011
Executive Officer, Administration Division, theCompany
June 2014
Director and Chief Financial Officer,
Administration Division
June 2015
Director, Managing Executive Officer andChief Financial Officer, Administration
Division (current position)(Significant Concurrent Positions Outside the Company)
Director, CBH Resources Ltd.
(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.
There is no special interest between any of the candidates and the Company.

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Proposal 5:

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

Subject to the approval and adoption of Proposal 3, “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with an Audit and Supervisory Committee. Therefore, theCompany proposes the election of three (3) Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal, however, can only take effect after the amendments to the Articles of Incorporation in Proposal 3,“Partial Amendments to the Articles of Incorporation,” take effect.
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. 1975
Apr. 2003

1

2

Number of theCompany’s Shares
Owned

Joined The Industrial Bank of Japan, Limited
General Manager, Osaka Corporate Banking
Division No. 1, Mizuho Corporate Bank, Ltd.
Apr. 2004
Managing Executive Officer, Mizuho Trust &Banking Co., Ltd.
Oct. 2007
Director and Deputy President, Mizuho Private
Wealth Management Co., Ltd.
Apr. 2012
Director, Mizuho Private Wealth Management
Co., Ltd.
Makoto Aihara
May 2012
Resigned as Director, Mizuho Private Wealth3,000 shares(January 24, 1953)
Management Co., Ltd.
June 2012
Audit & Supervisory Board Member, theCompany (current position)
June 2016
Outside Corporate Auditor, NIPPON STEELKOWA REAL ESTATE CO.,LTD. (current
position)(Significant Concurrent Positions Outside the Company)
Outside Corporate Auditor, NIPPON STEEL KOWA REALESTATE CO.,LTD.
(Reasons for nomination as candidate for outside Director)
The Company proposes to elect Mr. Makoto Aihara as an outside Director who is an Audit & Supervisory Board
Member, judging he will utilize his ample experience and broad insight acquired at financial institutions as well as his
proven track record up until now as a Full-Time Audit & Supervisory Board Member of the Company and contribute toensuring the proper oversight and sound business practices in the overall management of the Company.
Apr. 1972
Joined Mitsubishi Corporation
Apr. 2002
Division COO, Iron & Steel Div., Mitsubishi
Corporation
June 2003
President, Mitsubishi Corporation do Brasil
S.A.
Minoru Tada
Apr. 2005
Senior Vice President, Mitsubishi Corporation
6,000 shares(March 16, 1950)
Apr. 2006
Senior Assistant to Group CEO, Metals Group,
Mitsubishi Corporation
June 2010
Resigned from Mitsubishi Corporation
June 2011
Audit & Supervisory Board Member, theCompany (current position)(Reasons for nomination as candidate for outside Director)
The Company proposes to elect Mr. Minoru Tada as an outside Director who is an Audit and Supervisory Committee
Member, judging he will utilize his ample experience and broad insight in both domestic operations and overseas
businesses acquired at Mitsubishi Corporation as well as his proven track record up until now as an outside Audit &Supervisory Board Member of the Company and contribute to ensuring the proper oversight and sound businesspractices in the overall management of the Company.

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Candidate
No.

Name
(Date of Birth)

Career Summary, Position and Responsibility in the Company,
and Significant Concurrent Positions Outside the Company
Apr. 1976
Mar. 2002
June 2011

Toshio Otoba(July 14, 1952)

June 2012
June 20143
May 2015

Joined the Company
General Manager of Treasury Department,
Administration Division
Executive Officer, Deputy General Manager of
Administration Division
Executive Officer, General Manager of
Administration Division
Director and Executive Officer, General
Manager of General Affairs Division, Internal
Audit Office, and CSR Promotion OfficeDirector and Executive Officer, General
Manager of General Affairs Division and CSR
Promotion Office (current position)

Number of theCompany’s Shares
Owned

41,000 shares(Reasons for nomination as candidate for Director)
The Company proposes to elect Mr. Toshio Otoba as a Director who is an Audit and Supervisory Committee Member,
judging he will utilize his 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
the Company over many years and contribute to ensuring the proper oversight and sound business practices in theoverall management of the Company.
(Notes)1. There is no special interest between any of the candidates and the Company.
2. Mr. Makoto Aihara and Mr. Minoru Tada are candidates for outside Director.
3. A fact in violation of laws and regulations or the Articles of Incorporation and other facts of improper execution ofoperations at the Company during the final term of office of a candidate for outside Director as outside Audit &Supervisory Board Member of the Company, and actions taken by the candidate to prevent the occurrence of the fact
and in response to the occurrence of the fact
• In the 116th Term (fiscal year ended March 31, 2015), it was discovered that there had been improper accounting
treatment at the SOFT CALM Business Department of the Company. Although Mr. Minoru Tada, who served as an
outside Audit & Supervisory Board Member, did not recognize this fact until it was revealed, he has always madestatements from a perspective of compliance, such as statements about development of the compliance system.
Since the discovery of the fact, he has provided specific recommendations at the Board of Directors meetings andother occasions from the standpoint of importance of compliance issues and prevention of reoccurrence of such
improper treatment, including a request to continue group-wide efforts to prevent any reoccurrence of improper
execution of operations.
4. Tenure as outside Audit & Supervisory Board Member of the Company• Mr. Makoto Aihara is currently an outside Audit & Supervisory Board Member of the Company, and at theconclusion of this meeting, his tenure as Audit & Supervisory Board Member will have been five (5) years.
• Mr. Minoru Tada is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusionof this meeting, his tenure as Audit & Supervisory Board Member will have been six (6) years.
5. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Makoto Aihara and Mr. Minoru Tada to limit the liability for damages under Article 423, paragraph 1 of thesame Act. If their reelection is approved, the Company plans to renew these agreements with them. The maximum
amount of liability for damages under this agreement is the minimum liability amount provided for under laws andregulations. If the election of Mr. Toshio Otoba is approved, the Company plans to enter into the same agreement withhim.
6. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Makoto Aihara and Mr. Minoru Tada
have been appointed as independent officers. If their reelection is approved, the Company plans to renew their
appointments as independent officers.

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Proposal 6:

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

Subject to the approval and adoption of Proposal 3, “Partial Amendments to the Articles of Incorporation,” theCompany will make the transition to a company with an Audit and Supervisory Committee. Therefore, theCompany 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.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
This proposal, however, can only take effect after the amendments to the Articles of Incorporation in Proposal 3,“Partial Amendments to the Articles of Incorporation,” take effect.
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 the postof Audit and Supervisory Committee Member, Mr. Shusaku Osaka takes first priority and Mr. Masashi Shishime
takes second priority.
Candidate
No.

Name(Date of Birth)

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

Number of theCompany’s Shares
Owned

Apr. 1997

1

2(Notes)Registered as attorney-at-law and joined Tetsuji
Okawa Law Firm (Registered with the Osaka
Shusaku Osaka
Bar Association)
0 shares(April 9, 1962)
Sept. 1999
Joined Sanada Law Firm (Registered with theTokyo Bar Association) (current position)(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 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 basedon the above reasons.
Apr. 1986
Registered as attorney-at-law and joined
Kashima Law Firm
Oct. 1997
Established Shishime Law Office
June 2006
Outside Audit & Supervisory Board Member,
Masashi Shishime
Yokogawa Bridge Holdings Corp. (current
0 shares(February 16, 1955)
position)
June 2011
Outside Audit & Supervisory Board Member,
The Shibusawa Warehouse Co., Ltd. (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
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 basedon the above reasons.
1. There is no special interest between either of the candidates and the Company.
2. Mr. Shusaku Osaka and Mr. Masashi Shishime are candidates for substitute outside Director.
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 with them 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 andregulations.
4. If this proposal is approved and Mr. Shusaku Osaka and Mr. Masashi Shishime assume the office of outside Director,
the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning their appointment as independent
officers.

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Proposal 7:

Determination of the Amounts of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

It was resolved at the 108th Ordinary General Meeting of Shareholders held on June 28, 2007 that the amount of
remuneration to be paid to Directors of the Company be set at no greater than ¥15 million a month, and this hasremained in place to the present date. However, subject to the approval and adoption of Proposal 3, “Partial
Amendments to the Articles of Incorporation,” the Company will make the transition to a company with Audit andSupervisory Committee. Accordingly, pursuant to the provisions of Article 361, paragraph 1 and paragraph 2 of theCompanies Act, the Company proposes to abolish the current provision related to the amount of remuneration for
Directors and set the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members) to no greater than ¥15 million a month in consideration of current economic environmentand other reasons.
It is to be noted that the remuneration of Directors (excluding Directors who are Audit and Supervisory Committee
Members) does not include the salaries of Directors who serve concurrently as employees.
If Proposal 3, “Partial Amendments to the Articles of Incorporation,” and Proposal 4, “Election of Three (3)Directors (Excluding Directors Who Are Audit and Supervisory Committee Members),” are approved in its
original form, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members)
shall be three (3).
This proposal, however, can only take effect after the amendments to the Articles of Incorporation in Proposal 3,“Partial Amendments to the Articles of Incorporation,” take effect.

- 19 -

Proposal 8:

Determination of the Amounts of Remuneration for Directors Who Are Audit andSupervisory Committee Members

If Proposal 3, “Partial Amendments to the Articles of Incorporation,” is approved in its original form, the Company
will make the transition to a company with an Audit and Supervisory Committee. Accordingly, pursuant to theprovisions of Article 361, paragraph 1 and paragraph 2 of the Companies Act, the Company proposes to set theamount of remuneration for Directors who are Audit and Supervisory Committee Members to no greater than ¥8million a month in consideration of their duties and responsibilities as well as current economic environment andother reasons.
If Proposal 3, “Partial Amendments to the Articles of Incorporation,” and Proposal 5, “Election of Three (3)Directors Who Are Audit and Supervisory Committee Members,” are approved in its original form, the number of
Directors who are Audit and Supervisory Committee Members shall be three (3).
This proposal, however, can only take effect after the amendments to the Articles of Incorporation in Proposal 3,“Partial Amendments to the Articles of Incorporation,” take effect.

- 20 -

Proposal 9:

Payment of Bonuses to Directors

In consideration of the performance, etc. of the fiscal year under review, the Company proposes to pay bonuses of¥50 million in total to the five (5) Directors (excluding two (2) outside Directors) in office at the end of the fiscal
year under review.
Furthermore, the Company requests to entrust the decision of individual amounts to be paid to each Director to thediscretion of the Board of Directors.

- 21 -