Mitsui Mining and Smelting : Notice of Convocation of the 99th Annual General Meeting of Shareholders

[Summary]

Securities identification code: 5706

May 27, 2024

To Shareholders:

Mitsui Mining & Smelting Co., Ltd.

1-11-1 Osaki, Shinagawa-ku,

Tokyo 141-8584, Japan

NOU Takeshi

President and

Representative Director

Notice of Convocation of

the 99th Annual General Meeting of Shareholders

Dear Shareholders:

Thank you for your patronage. You are cordially invited to attend the 99th Annual General Meeting of Shareholders of Mitsui Mining & Smelting Co., Ltd. The meeting will be held on Thursday, June 27, 2024. Please find below the Notice of Convocation.

Please review the proposals submitted to the General Meeting of Shareholders and the overview of operations for the 99th fiscal year.

Sincerely,

		Meeting Particulars
1.	Date and Time:	10 a.m. on Thursday, June 27, 2024
2.	Place:	Gate City Hall, Underground Level 1,
		Gate City Ohsaki-West Tower,
		1-11-1 Osaki, Shinagawa-ku, Tokyo

3. Purpose of the Meeting: Matters to be reported

1. Business Report, Consolidated Financial Statements, and reports from the independent auditing firm and the Board of Auditors on consolidated financial statements for the 99th fiscal year (from April 1, 2023, to March 31, 2024)
2. Reports on financial statements for the 99th fiscal year (from April 1, 2023, to March 31, 2024)

Matters to be resolved

Proposals by the Company: Items 1-6

First Item	Appropriation of Retained Earnings
Second Item	Partial Amendment of the Articles of Incorporation
Third Item	Election of Six (6) Directors (excluding Directors who are Audit and
	Supervisory Committee Members)
Fourth Item	Election of Four (4) Directors who are Audit and Supervisory Committee
	Members
Fifth Item	Determination of Amount of Compensation for Directors (excluding
	Directors who are Audit and Supervisory Committee Members) and
	[1]

Determination of Compensation for Granting Restricted Stock to Directors (excluding Outside Directors and Directors who are Audit and Supervisory Committee Members)

Sixth ItemDetermination of Amount of Compensation to be paid to the Directors who are Audit and Supervisory Committee Members

Proposals by a Shareholder: Items 7-8

Seventh Item	Dismissal of Representative Director
Eighth Item	Stock Dividends

Proposals by a Shareholder (Items 7-8) are described in pages 35-37 of the General Meeting of Shareholders' Reference Materials hereafter.

4. Note of Caution in Exercising Voting Rights:

Proposals by one of the Shareholdershave been presented for this Annual General Meeting of Shareholders as indicated above. While the details are provided hereafter under the Seventh and Eighth Items, the Board of Directors of the Company is opposed to these proposals.

Since the Eighth Item is in conflict with the First Item proposed by the Company, please note that you should not indicate your approval for both Items.If you vote in favor of both Items, your votes for both the First Item and the Eighth Item will be deemed invalid.

5. Other Items pertaining to the Convocation of the General Meeting of Shareholders:

If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form or by electronic means (Internet, etc.). Please review the attached General Meeting of Shareholders' Reference Materials and exercise your voting rights by 5 p.m. (Japan

Time) on Wednesday, June 26, 2024.

In the case of exercising voting rights both by the voting right exercise form and electronically (Internet, etc.), regardless of the timing of the voting rights submissions, the electronic (Internet, etc.) version will be considered effective.

In the case of exercising voting rights electronically (Internet, etc.) multiple times, the final exercise of voting rights will be considered effective.

In accordance with the stipulations of the Company's Articles of Incorporation, shareholders seeking to exercise voting rights via a proxy will be requested to designate another shareholder with voting rights as the proxy. In addition, please note that only shareholders are eligible to attend the Annual General Meeting of Shareholders.

- End -

1. When you attend the meeting in person, please submit the voting right exercise form enclosed herewith to the receptionist at the place of the meeting. In addition, please bring with you this Notice of Convocation to assist us in reducing the amount of paper used.
2. If there arises the need to make revisions to the General Meeting of Shareholders' Reference Materials or the appended Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements, revised items will be posted on the Company's website.

The Company's website (https://www.mitsui-kinzoku.com/en/)

This is a summary translated from the Japanese-language Notice of Convocation distributed to shareholders in Japan.

[2]

Guide to Exercising Voting Rights

In the event of your inability to attend, you may exercise your voting rights by either of the methods described below.

1. Method of Exercising Voting Rights by Paper Form

Please indicate your approval or disapproval of the agenda items on the enclosed voting rights exercise form and send in the form so that it arrives before the deadline.

Exercise deadline: To arrive no later than 5 p.m. (Japan Time) on Wednesday, June 26, 2024

2. Method of Exercising Voting Rights Electronically (Internet, Etc.)

1. Exercise of Voting Rights Via the Internet

Please access the voting website at https://www.web54.net from a personal computer or a smartphone, follow the instructions shown on the screen, and by entering a new password (you may change your password if you wish) using the "voting rights exercise code" and "password" shown on the enclosed voting rights exercise form, you will be able to submit votes of approval or disapproval for each of the agenda items.

Exercise deadline: Until 5 p.m. (Japan Time) on Wednesday, June 26, 2024

Questions Regarding Personal Computer Operation, Etc.

If you have questions regarding the use of the voting rights exercise website, please contact the following unit.

Sumitomo Mitsui Trust Bank, Limited Help Desk for Internet Voting Phone Number: +81 0120 (652) 031 (Available from 9 a.m. to 9 p.m. (Japan Time))

(2) Exercising Voting Rights via the Voting Rights Exercise Platform

With regard to institutional investors, shareholders who have registered in advance to use the Voting Rights Exercise Platform may use this platform to exercise their voting rights.

[3]

Instructions for live stream and submission of questions

This General Meeting of Shareholders will be available for the shareholders to view from home, etc. through a live stream on the Internet and questions concerning the Company will be accepted as instructed below.

1. Date and time for the live stream

From 10 a.m. on Thursday, June 27, 2024 to the end of the General Meeting of Shareholders

The webpage for live stream can be accessed from about 9:30 a.m. on the same day.

Note of caution

1. Viewing of the live stream is limited to shareholders.
2. Please refrain from audio recordings, video recordings, and publicizing thereof of the live stream.
3. It is possible that due to system failures, communication environment, etc., there may be technical difficulties such as sound/image delays and temporary disruptions in the live stream. The Company will not be liable for any detriments caused by poor connection or system failures.
4. If you plan to view the live stream of the General Meeting of Shareholders, please note that it will not be recognized as attending the General Meeting of Shareholders stipulated by the Companies Act and you will not be able to ask questions and exercise voting rights on the day of the meeting. Therefore, please exercise your voting rights in advance by submitting the enclosed Voting Rights Exercise Form or via the Internet, etc.
5. Any telecommunications fees, etc. for viewing the live stream and submitting questions shall be borne by the shareholder.

2. How to ask questions

Questions concerning the Company will be accepted in advance on the following website. Among the questions the Company receives, matters of high interest to shareholders will be answered at this Annual General Meeting of Shareholders.

Term for submission of questions: From June 3, 2024 (Monday) until 12 p.m. on June 24, 2024 (Monday)

Note of caution

1. Submitting questions is limited to shareholders.
2. Please be as concise as possible in your questions.
3. Please note that we cannot guarantee a response to all of your questions received in advance.
4. Any telecommunications fees, etc. for submitting questions shall be borne by the shareholder.

3. How to Log in to the website (Live stream/Submission of questions)

Please prepare your shareholder ID (shareholder number) and password (postal code) in advance, which are required to log in to the authentication page for shareholders (login page), and input the URL below or scan the QR code on your personal computer, smartphone, or other device to access the live stream page (be sure to keep a copy at hand or write down the "shareholder number" before sending out the Voting Rights Exercise Form).

https://5706.ksoukai.jp/

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ID and password

1. Shareholder ID: Your "shareholder number" (9-digit number) printed on the Voting Rights Exercise Form
2. Password: The "postal code" (7-digit number without hyphen) of your registered address on the shareholder register as of the record date

Questions Regarding ID and password.

If you have questions regarding ID and password, please contact the following unit.

Sumitomo Mitsui Trust Bank, Limited Help Desk for Live Stream

Phone Number: +81 0120 (782) 041

(Available from 9 a.m. to 5 p.m. (Japan Time, Business Days Only))

[5]

General Meeting of Shareholders' Reference Materials

Matters to Be Resolved and Reference Items:

Proposals by the Company: Items 1-6

First Item

Appropriation of Retained Earnings

We propose that appropriation of retained earnings be performed as follows.

While ensuring that it retains sufficient internal reserves to fund measures for strengthening operations and promoting future business expansion, the Company has a fundamental policy of seeking to distribute dividends.

Specifically, the Company aims to pay dividends at a consolidated dividend on equity ratio (DOE) of approximately 3.0%, focusing on continuous and stable dividend distribution.

In accordance with this fundamental policy, based on the consideration of the Company's financial condition and its performance in the fiscal year under review, the Company proposes that the year-end dividend applicable to the fiscal year under review be ¥70 per share as described below.

Year-End Dividends
(1) Type of Dividend Asset	Money
(2) Allocation and Total Value of Dividend Assets	¥70 per share of common stock
	Total value of ¥4,001,516,330
(3) Effective Date of Retained Earnings Distribution	June 28, 2024

Reference Basic principle for capital policy

The Company has set out the basic idea of its capital policy below, considering the significant impact the trend in capital policy has on the interests of the shareholders.

1. The Company aims to achieve sustainable growth and a medium to long-term increase in corporate value. It maintains the level of shareholders' equity necessary to form a foundation for not only the domestic expansion of the business, but also the global expansion of the business.
2. The Company's basic dividend policy is to appropriately distribute profit while retaining the amount of internal reserves necessary for future business development and structural reinforcement.
   More specifically, the Company aims to pay dividends at a consolidated dividend on equity ratio (DOE) of approximately 3.0%, focusing on continuous and stable dividend distribution.

The shareholder return policy is subject to change according to the progress of the improvement of the Company's management foundation and financial position.

[Trends in Dividends and DOE]

	96th	97th	98th	99th
Year-end dividend	¥85	¥110	¥140	¥70
(Yen)
Interim dividend	-	-	-	¥70
(Yen)
DOE (%)	2.5%	2.6%	3.3%	3.1%

NOTE: The basic capital policy was revised and the revised policy has applied since the 98th fiscal year.

[6]

Common Reference Applicable to Items 2 through 6

The Company plans to change from a company with a board of corporate auditors to a company with an audit and supervisory committee assuming that Item 2 to be proposed at the 99th Annual General Meeting of Shareholders, Partial Amendment of Articles of Incorporation, will be approved. The descriptions of the purpose of the transition, the structure of the Board of Directors after the change, a corporate governance system, and a comparison with the conventional system are described below.

The Company will seek to speed up management decision-making further and will also make

Purpose deliberations at meetings of the Board of Directors more focused on important matters to further enhance discussions on the formulation of management policies and management strategies, etc. and

to seek to strengthen the management supervisory function of the Board of Directors.

Structure

Before

Board of Directors	Outside Directors
	(Independent Directors)

Board of Corporate Auditors	Outside Corporate Auditors
	(Independent Auditors)

After

Board of Directors

Audit & Supervisory

Comittee

Outside Directors

(Independent Directors)

• One (1) Full-time Audit and Supervisory Committee Member will be appointed.

Corporate Governance System after the Company's transition to a company with Audit and Supervisory Committee

General Meeting of Shareholders

Election/Dismissal

The Board of Directors

		Election/Dismissal		Election/Dismissal
		Audit and Supervisory Committee		Independent
			Auditing Firm
	Audit
					Cooperation

Election/Dismissal/Supervision

・Nomination Review Committee ・Compensation Committee

Audit

Accounting Audit

Instruction/

Cooperation

Monitoring

President		Internal Audit				Internal Audit Dept.
	Committee
		Audit
Executive Council
Executive Officers
	Audit		CSR Committee

Cooperation

Cooperation

Business Units

Corporate Units

Affiliates

• Hotline Management Committee
• Export Screening Committee
• Supreme Safety and Environmental Meeting

・Information Management Committee ・ICT Management Committee

・Diversity ,Equity, and Inclusion Committee

・Supply Chain Committee etc.

Survey/Instruction

[7]

The Company's corporate system after transition to a company with Audit and Supervisory Committee

	Before		After
	(Company with Audit and Supervisory Committee)
Organization to be	Corporate Auditors, Board of	Audit and Supervisory Committee
changed	Corporate Auditors
		Directors (excluding Directors who are Audit and
Election	Directors	Supervisory Committee Member)
Corporate Auditors	Directors who are Audit and Supervisory
		Committee Member
		Directors (excluding Directors who are Audit and
Term of office	Directors: 1 year	Supervisory Committee Member): 1 year
Corporate Auditors: 4 years	Directors who are Audit and Supervisory
		Committee Member: 2 years
		If a majority of Directors are Outside Directors or
Making important	Delegation to Directors is not	if specified in the Articles of Incorporation, all or a
decisions on the	part of the decision making regarding important
allowed.
execution of business	business operations may be delegated to Directors
		by resolution of the Board of Directors.
Right to state opinions
on election,		At the General Meeting of Shareholders, the Audit
compensation, etc. of		and Supervisory Committee has the right to state
Directors (excluding	-	opinions on the election, dismissal, compensation,
Directors who are		etc. of Directors who are not Audit and Supervisory
Audit and Supervisory		Committee Members.
Committee Members)
	Directors:		Directors (excluding Directors who are
		Audit and Supervisory Committee
	9 (including 3 Outside
		Members):
	Directors)
		6 (including 2 Outside Directors)
Number of Directors			Directors who are Audit and Supervisory
-		Committee Members:
and
		4 (including 3 Outside Directors)
Corporate Auditors
-		Total numbers of Directors:
		10 (including 5 Outside Directors)
	Corporate Auditors:
	4 (including 2 Outside	-
	Corporate Auditors)
	Directors:	Directors (excluding Directors who are Audit and
	¥720 million or less (excluding	Supervisory Committee Members):
	the employee salaries of the	¥720 million or less (excluding the employee salaries
The maximum annual	Directors who concurrently	of the Directors who concurrently serve as
amount of	serve as employees)	employees)
compensation for		Directors who are Audit and Supervisory
Directors	-	Committee Members:
		¥180 million or less
	Corporate Auditors:	-
	¥180 million or less

Related

Items

Second

Item

Third Item

Forth Item

Fifth Item

Sixth Item

[8]

Second Item

Partial Amendment of the Articles of Incorporation

1. Reasons for Amendment

1. The Company will change to being a company with an audit and supervisory committee with the aim of accelerating management decision-making, making discussions on management policies and strategies more constructive by strictly selecting matters to be deliberated at meetings of the Board of Directors, and strengthening the functions of the Board of Directors in the supervision of management. Therefore, the Company will establish new provisions concerning the Audit and Supervisory Committee Members and the Audit and Supervisory Committee necessary for the change to being a company with an audit and supervisory committee, delete provisions concerning the Corporate Auditors and the Board of Corporate Auditors, and establish new provisions concerning the delegation of decisions regarding business operations.
2. As a result of a review of the advisor and consultant system resulting in the abolition of the consultant system to strengthen corporate governance, the Company will also delete the relevant provisions in the Articles of Incorporation.
3. In addition, amendments to the number of articles, additions and amendments to the provisions and wording, and other necessary changes will be made in accordance with the above.
4. The effectuation of the amendments to the Articles of Incorporation in this Item is as of the conclusion of this Annual General Meeting of Shareholders.

2. Details of the Amendment

The details of the amendment are as follows. (Underlined portions are amended.)

Current Articles of Incorporation	Proposed Amendments
CHAPTER I GENERAL PROVISIONS	CHAPTER I GENERAL PROVISIONS
Article 4. Organizations	Article 4. Organizations
In addition to the General Meeting of Shareholders	In addition to the General Meeting of Shareholders
and Directors, the Company shall have the following	and Directors, the Company shall have the following
organizations.	organizations.
(1) Board of Directors	(1) Board of Directors
(2) Corporate Auditors	(2) Audit and Supervisory Committee
(3) Board of Corporate Auditors	[Deleted]
(4) Accounting Auditor	(3) Accounting Auditor
Article 10. Shareholder Register Administrator	Article 10. Shareholder Register Administrator
1. The Company shall have a shareholder register	1. [No Change]
administrator with respect to shares.
2. The shareholder register administrator and its place	2. The shareholder register administrator and its place
of business shall be determined by resolution of the	of business shall be determined by resolution of the
Board of Directors and public notice shall be given of	Board of Directors or by decision of Director(s)
such matters.	delegated by the Board of Directorsand public notice
	shall be given of such matters.

[9]

Current Articles of Incorporation			Proposed Amendments
3. The shareholder register administrator shall be		3.[No Change]
commissioned to handle the preparation and
maintenance of the register of shareholders of the
Company and the share warrant register as well as
other tasks related to the register of shareholders and
the share warrant register, and the Company will not
handle these tasks.
Article 11. Share Handling Regulation		Article 11. Share Handling Regulation
The procedures for share handling and relevant fees		The procedures for share handling and relevant fees
therefore shall be governed by the Share Handling		therefore shall be governed by the Share Handling
Regulation established by the Board of Directors as		Regulation established by the Board of Directors or
well as by the relevant provisions of laws, ordinances		by decision of Director(s) delegated by the Board of
or the Articles of Incorporation.		Directorsas well as by the relevant provisions of
		laws, ordinances or the Articles of Incorporation.
CHAPTER IV DIRECTORS, BOARD OF			CHAPTER IV DIRECTORS, BOARD OF
DIRECTORS AND EXECUTIVE OFFICERS			DIRECTORS, AUDIT AND SUPERVISORY
			COMMITTEEAND EXECUTIVE OFFICERS
Article 19. Number		Article 19. Number
1. The Company shall have not more than eleven (11)		1. The Company shall have not more than eleven (11)
directors.		directors (excluding Directors who are Audit and
		Supervisory Committee Members).
[New Provision]		2. The Company shall have not more than five (5)
		directors who are Audit and Supervisory Committee
		Members.
Article 20. Election		Article 20. Election
[New Provision]		1. Directors shall be elected at general meetings of
		shareholders, while making a distinction between
		Directors who are Audit and Supervisory Committee
		Members and the other Directors.
1. Resolutions for the election of Directors shall		2. [No Change]
require the presence of shareholders with one-third or
more of the total shareholder voting rights and the
approval of a majority of the voting rights present.
2. Resolutions for the election of Directors shall not		3. [No Change]
be by cumulative voting.

[10]