Toho Zinc : Notice of the 125th Ordinary General Meeting of Shareholders

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 12, 2024 (Date of commencement of electronic provision measures: June 5, 2024)

To our shareholders:

Masahito Ito Representative Director and President

Toho Zinc Co., Ltd. 1-8-2 Marunouchi, Chiyoda-ku, Tokyo

NOTICE OF THE 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

The 125th Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the "Company") will be held as described below.

For the convocation of this general meeting of shareholders, the Company has taken measures for providing information electronically (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following website as the "Notice of the 125th Ordinary General Meeting of Shareholders."

The Company's website: https://www.toho-zinc.co.jp/eng/ir/

In addition to the website shown above, the Company has also posted this information on the following website. Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

To view the information, please access the website above, enter the Company's name or securities code, and click "Search," and then select "Basic information" and "Documents for public inspection/PR information" in this order.

When exercising your voting rights prior to the meeting in writing or via the Internet, etc., please review the Reference Documents for the General Meeting of Shareholders as described later, follow the next instructions and send or submit your votes.

Shareholders who have exercised their voting rights via the Internetwill have a chance to be one of 1,000 winners to receive an electronic gift (worth ¥500) regardless of their approval or disapproval of the proposals. Please scan the QR code to learn how to participate.

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 26, 2024 (Japan Standard Time).

Voting via the Internet, etc.

Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), use the login ID and temporary 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 26, 2024 (Japan Standard Time).

Please also confirm "Instructions for exercising voting rights via the Internet, etc." when voting via the Internet, etc. (This only applies to those who received the Japanese version of this Notice.)

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1. Date and Time: Thursday, June 27, 2024 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
3. 
   (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.)
4. Purposes:
   Items to be reported:
5. 1. Business Report and Consolidated Financial Statements for the 125th Term (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
   2. Non-ConsolidatedFinancial Statements for the 125th Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:

Proposal 1: Partial Amendments to the Articles of Incorporation

Proposal 2: Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

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

・When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.

・The paper copy sent to shareholders who have made a request for delivery of documents does not include the following matters pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company. The Audit and Supervisory Committee and the Accounting Auditor have audited the documents in the audit scope including the following:

1. Matters Regarding Current Status of the Corporate Group: Assets and Profit/Loss, Major Lines of Business, Principal Offices and Plants, Employees, Main Lenders, Significant Matters Regarding Other Current Status of the Corporate Group
2. Matters Regarding Shares of the Company
3. Matters Regarding Stock Acquisition Rights of the Company, etc.
4. Matters Regarding Shares the Company Holds
5. Matters Regarding Directors and Audit and Supervisory Committee Members: Matters Regarding Outside Directors
6. Matters Regarding Accounting Auditor
7. Matters Regarding Systems for Ensuring the Properness of Operations
8. Consolidated Financial Statements and Non-Consolidated Financial Statements
9. Auditor's Report

・Should the matters subject to the electronic provision measures require revisions, the revised versions shall be posted on the respective websites where these matters are posted.

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Reference Documents for the General Meeting of Shareholders

Proposals and Reference Information

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

To improve profitability by relocating the Company's office and reducing fixed costs, the Company proposes to make the necessary changes to Article 3 (Location of the Head Office) of the current Articles of Incorporation. The effective date of the amendment will be the date of the relocation of the head office, which will be decided by the Board of Directors. A supplementary provision will be added to clarify this fact. The Supplementary Provision will be deleted after the effective date of the head office relocation.

2. Details of the amendments

The details of the amendments are as follows.

	(Amended sections are underlined)
Current Articles of Incorporation	Proposed Amendments
(Location of the Head Office)	(Location of the Head Office)
Article 3. The head office of the Company shall be	Article 3. The head office of the Company shall be
located at Chiyoda Ward, Tokyo, Japan.	located at Minato Ward, Tokyo, Japan.
	Supplementary Provision
	3. The effective date of the amendment of Article 3
	will be the date of the relocation of the head
	office, which will be decided by the Board of
	Directors. The supplementary provision will be
	deleted after the effective date of the head office
	relocation.

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Proposal 2: Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

At the conclusion of this meeting, the term of office for all three (3) of the current Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of three (3) Directors.

The candidates for Directors are as follows:

Candidate	Name	Career Summary, Position and Responsibility in the Company,	Number of the
(Gender)	Company's
No.	and Significant Concurrent Positions Outside the Company
(Date of Birth)	Shares Owned
		Apr. 1984	Joined the Company
		June 2014	Executive Officer, General Manager of
			Electronic Components Business Department
			and General Manager of Electronic
			Components Sales Department, Electronic
			Components Business Division
		Mar. 2015	Executive Officer, General Manager of
			Electronic Components Business Department,
			General Manager of Fujioka Works, General
			Manager of Technology Department, General
			Manager of Production Management
			Department, and General Manager of Toho	7,648
	Masahito Ito		Zinc Technical Center, Electronic	shares
		Components Business Division
	(Male)	June 2018	Managing Executive Officer, General
	(September 22, 1959)		Manager of Electronic Components Business
			Division, General Manager of Electronic
			Components Business Department, and
1		June 2021	General Manager of Fujioka Works
		Managing Executive Officer, General
			Manager of Electronic Components Business
			Division, General Manager of Fujioka Works,
			and in charge of Advanced Materials
			Business Division
		June 2023	Representative Director and President
		Feb. 2024	Representative Director and President,
			General Manager of Metal & Recycling
			Business Division (current position)
	Tenure as Director at the end of the General Meeting of Shareholders: one (1) year
	(Reasons for nomination as candidate for Director)
	Mr. Masahito Ito has been engaged with the downstream business in the Company over the long term and possesses a
	wealth of operational experience and a proven track record. In addition, since assuming the office of Representative
	Director and President in June 2023, he has played a central role in the management of the Company.
	Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
	Directors and to enhance the sustainable corporate value of the Group, and therefore proposes to elect him as Director.

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Candidate	Name	Career Summary, Position and Responsibility in the Company,	Number of the
(Gender)	Company's
No.	and Significant Concurrent Positions Outside the Company
(Date of Birth)	Shares Owned
		Apr. 1990	Joined the Company
		June 2021	Executive Officer, General Manager of Metal
			& Recycling Business Department, General
			Manager of Recycle Sales Department
	Yoshikazu Sato	June 2023	Executive Officer, General Manager of Metal	2,570
	(Male)		& Recycling Department, General Manager
		shares
	(January 17, 1967)		of Metal Sales Department, General Manager
			of Osaka Sales Department, General Manager
2			of Business Planning Department
	Feb. 2024	Executive Officer in charge of Structural
			Reform (current position)

Tenure as Director at the end of the General Meeting of Shareholders: - Year

(Reasons for nomination as candidate for Director)

Mr. Yoshikazu Sato possesses a wealth of operational experience and a proven track record in the lead and zinc business and recycle business, our mainstay businesses. Since assuming the position of Executive Officer in 2021, he has played a central role in business execution and has greatly contributed to the Group.

Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of Directors and to enhance the sustainable corporate value of the Group, and therefore proposes to elect him as Director.

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	Candidate	Name	Career Summary, Position and Responsibility in the Company,	Number of the
	(Gender)	Company's
	No.		and Significant Concurrent Positions Outside the Company
		(Date of Birth)	Shares Owned
				Apr. 1980	Joined ITOCHU Corporation
				Apr. 2009	Executive Officer, C.E.O. for Latin America;
					President of ITOCHU Brasil S.A., ITOCHU
					Corporation
				Apr. 2013	Managing Executive Officer, Executive Vice
					President, Metals & Minerals Company;
					Chief Operating Officer, Metals & Mineral
			Yutaka Washizu		Resources Division, ITOCHU Corporation
			July 2015	Advisory Member, ITOCHU Corporation	- shares
			(Male)
				(current position)
			(October 27, 1957)
			July 2015	Senior Managing Executive Officer,
					YANASE & CO., LTD.
	3			Dec. 2015	Director and Managing Executive Officer,
					YANASE & CO., LTD.
				June 2017	Director and Senior Managing Executive
					Officer, YANASE & CO., LTD.
				June 2022	Special Advisory Member, YANASE & CO.,
					LTD.
			Tenure as	Outside Director at the end of the General Meeting of Shareholders: - Year
			(Reasons for nomination as candidate for Outside Director)
			Mr. Yutaka Washizu possesses a wealth of operational experience and a proven track record including management
			experience both in Japan and overseas, having taken important positions in the large trading company and automobile
			dealer.
			Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of
			Directors and to enhance the sustainable corporate value of the Group, and therefore proposes to elect him as Outside
			Director.
(Notes)	1.	Mr. Yutaka Washizu is a candidate for Outside Director.
		2. If the election of Mr. Yutaka Washizu is approved, pursuant to the provisions of Article 427, paragraph 1 of the Companies
			Act, the Company plans to enter into an agreement with him to limit the liability for damages under Article 423, paragraph

1 of the same Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws and regulations.

3. Mr. Yutaka Washizu satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the Company plans to designate him as an independent officer if his election is approved.

4. There is no special interest between any of the candidates and the Company.

5. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article 430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal compensation and litigation costs to be borne by the insured. If the proposal is approved, each candidate for Director of the Company will be included as the insured under the insurance policy.

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

At the conclusion of this meeting, the term of office of Director Mr. Masatoshi Muto who is Audit and Supervisory Committee Member will expire, while Directors Mr. Shusaku Osaka and Tsutomu Imai will resign from the position. Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory Committee Members.

As Ms. Yukiko Nakagawa is elected as the substitute for Mr. Shusaku Osaka, her term will be the remaining term of the outgoing Audit and Supervisory Committee Member per the provisions of the Company's Articles of Incorporation.

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	Name	Career Summary, Position and Responsibility in the Company,	Number of the
(Gender)	Company's
No.	and Significant Concurrent Positions Outside the Company
(Date of Birth)	Shares Owned
		Apr. 1984	Joined The Dai-ichi Kangyo Bank, Ltd.
		Apr. 2013	Operating Officer, General Manager of
			ALM Division and Treasury Division,
			Mizuho Corporate Bank Ltd.
	Takeshi Aono	July 2013	Executive Officer, General Manager of
	(Male)		ALM Division, Mizuho Bank, Ltd.	- shares
	(August 16, 1961)	Apr. 2015	Executive Vice President, Mizuho Private
			Wealth Management Co., Ltd.
1		Apr. 2020	Senior Officer, Mizuho Bank, Ltd.
	June 2020	Full-time Auditor, YANASE & CO., LTD.
			(current position)
	Tenure as	Outside Director at the end of the General Meeting of Shareholders: - Year
	(Reasons for nomination as candidate for Outside Director and overview of expected roles)
	Mr. Takeshi Aono possesses a wealth of operational experience and a proven track record, having taken important
	positions in financial institutions. He also supervised company management as an auditor and played the role of
	monitoring and supervising business execution.
	Based on the above, the Company judges that he can contribute to ensuring the proper oversight and sound business
	practices in the overall management of the Company, and therefore proposes to elect him as Outside Director who is an
	Audit and Supervisory Committee Member.

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Candidate	Name	Career Summary, Position and Responsibility in the Company,	Number of the
(Gender)	Company's
No.	and Significant Concurrent Positions Outside the Company
(Date of Birth)	Shares Owned
		Apr. 1988	Joined Mitsui Trust Bank, Limited (currently
			Sumitomo Mitsui Trust Bank, Limited)
		Sep. 2014	Personnel Director, Mizkan Holdings Co.,
			Ltd.
		Apr. 2016	Professor, Graduate School of Business
			Administration, Rikkyo University
		June 2018	Outside Director, EDION Corporation	- shares
		Mar. 2019	Outside Director, Renesas Electronics
			Corporation
		June 2019	Outside Director, NISSIN FOODS
			HOLDINGS CO., LTD. (current position)
		Feb. 2021	Outside Director, IWAKI & CO., LTD.
	Yukiko Nakagawa		(currently Astena Holdings Co., Ltd.)
	June 2021	Outside Director, the Company (current
	(Female)
		position)
	(June 3, 1964)
	Sep. 2021	Outside Director, Macromill, Inc.
			(current position)
		June 2023	Director, The Board Director Training
2			Institute of Japan (current position)
		Apr. 2024	Professor (Special Appointment),
			Department of Business Administration,
			Aoyama Gakuin University (current
			position)
		(Significant Concurrent Positions Outside the Company)
		Outside Director, NISSIN FOODS HOLDINGS CO., LTD.
		Outside Director, Macromill, Inc.
		Professor (Special Appointment), Department of Business
		Administration, Aoyama Gakuin University

Tenure as Outside Director at the end of the General Meeting of Shareholders: three (3) years

(Reasons for nomination as candidate for Outside Director and overview of expected roles)

Ms. Yukiko Nakagawa possesses knowledge and insight as a scholar who has taught at academic institutions in Japan and overseas as a Doctor of Commerce. In addition, she has many years of business experience as an expert on human capital management, organizational development, and global human resource development. Furthermore, she has a wealth of experience in overseeing corporate management and has fulfilled the role of monitoring and overseeing the business execution.

Based on the above, the Company judges that she can contribute to ensuring the proper oversight and sound business practices in the overall management of the Company, and therefore proposes to elect her as Outside Director who is an Audit and Supervisory Committee Member.

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Candidate	Name	Career Summary, Position and Responsibility in the Company,	Number of the
(Gender)	Company's
No.	and Significant Concurrent Positions Outside the Company
(Date of Birth)	Shares Owned
		Apr. 1985	Join the Company
		June 2017	Executive Officer, General Manager of
			Technology Department, Development
			Department, and Intellectual Property
			Department, Technology and Development
			Division
		June 2018	Executive Officer, General Manager of
			Chigirishima Smelter and Refinery
		June 2022	Managing Executive Officer, Representative
			Director and President, Toho Chigirishima
	Shigeru Iizuka		Refinery Co., Ltd.	5,836
	June 2023	Managing Executive Officer, General
	(Male)
	(December 2, 1962)		Manager of Electronic Components Business	Shares
		Division, General Manager of Fujioka
			Works, and in charge of Advanced Materials
3			Business Division and Machine Parts
		Business Division
		Mar. 2024	Managing Executive Officer, Deputy
			General Manager of Electronic Components
			& Advanced Material Business Division,
			General Manager of Fujioka Works, Product
			Development Department, Machine Parts
			Business Division, and Information System
			Department (current position)

Tenure as Director at the end of the General Meeting of Shareholders: - Year (Reasons for nomination as candidate for Director)

Mr. Shigeru Iizuka possesses a wealth of operational experience and knowledge as he has engaged in the Electronic Component Business and worked in the Technology and Development Departments for many years, while serving as the head of the smelter and refinery. Since assuming the position of Executive Officer in 2017, he has played a central role in business execution and contributed to the Group greatly.

Based on the above, the Company judges that he can contribute to ensuring proper oversight and sound business practices in the overall management of the Company, and therefore proposes to elect him as a Director who is an Audit and Supervisory Committee Member.

(Notes) 1. Ms. Yukiko Nakagawa's name in the family register is Yukiko Schreiber.

1. Mr. Takeshi Aono and Ms. Yukiko Nakagawa are candidates for Outside Directors.
2. If the election of Mr. Takeshi Aono, Ms. Yukiko Nakagawa, and Mr. Shigeru Iizuka is approved, 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 and regulations.
3. Mr. Takeshi Aono and Ms. Yukiko Nakagawa satisfy the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and the Company plans to designate them as an independent officer if their elections are approved.
4. There is no special interest between any of the candidates and the Company.
5. The Company has entered into a directors and officers liability insurance contract pursuant to the provisions of Article 430-3, paragraph 1 of the Companies Act with an insurance company. The insurance policy will cover legal compensation and litigation costs to be borne by the insured. If the proposal is approved, each candidate for Director of the Company will be included as the insured under the insurance policy.

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(Reference) Expertise and experiences of Directors (skill matrix)

						Response to	Human		Risk
Director attribute	Corporate				capital
Finance/	Technology/		environmental		management/
Name	management/	Marketing	(including
Accounting	R&D	and climate		Legal/
Position	Governance		activation of
			changes		Compliance
						diversity)
Reelection
Masahito Ito		●		●	●	●
Representative Director
New appointment
Yoshikazu Sato		●			●				●
Director
New
appointment/Outside/Independent	●			●		●		●
Yutaka Washizu
Director
New
appointment/Outside/Independent
Takeshi Aono		●	●						●
Director (Audit and Supervisory
Committee Member)
New
appointment/Outside/Independent
Yukiko Nakagawa	●			●		●
Director (Audit and Supervisory
Committee Member)
New appointment
Shigeru Iizuka		●		●		●
Director (Audit and Supervisory
Committee Member)
Reelection	Director candidate for reelection
New appointment	Director candidate for new appointment
Outside	Outside Director or Outside Director candidate
Independent	Independent officer or independent officer candidate in accordance with the provisions of Tokyo Stock Exchange, Inc.

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