Mitsui Mining and Smelting : Notice of Convocation of the 98th Annual General Meeting of Shareholders

[Summary]

Securities identification code: 5706

May 31, 2023

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 98th Annual General Meeting of Shareholders

Dear Shareholders:

Thank you for your patronage. You are cordially invited to attend the 98th Annual General Meeting of Shareholders of Mitsui Mining & Smelting Co., Ltd. The meeting will be held on Thursday, June 29, 2023. 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 98th fiscal year.

Sincerely,

		Meeting Particulars
1.	Date and Time:	10:00 a.m. on Thursday, June 29, 2023
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 98th fiscal year (from April 1, 2022, to March 31, 2023)
2. Reports on financial statements for the 98th fiscal year (from April 1, 2022, to March 31, 2023)

Matters to be resolved

Proposals by the Company: Items 1-4

First Item	Appropriation of Retained Earnings
Second Item	Election of nine (9) Directors
Third Item	Election of one (1) Corporate Auditor
Fourth Item	Revisions to Restricted Stock Compensation Plan for Directors
	(excluding Outside Directors)

Proposals by a Shareholder: Items 5-9

[1]

Fifth Item	Acquisition of Treasury Stock
Sixth Item	Exemption of Directors from liability
Seventh Item	Amendment of Articles of Incorporation Regarding the Disclosure of the
	Cost of Capital
Eighth Item	Partial Amendment of the Articles of Incorporation
Ninth Item	Partial Amendment of the Articles of Incorporation (Holding Elections)

Proposals by a Shareholder (Items 5-9) are described in pages 23-27 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 Fifth, Sixth, Seventh, Eighth and Ninth Items, the Board of Directors of the Company is opposed to these proposals.

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 28, 2023.

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 28, 2023

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 28, 2023

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 9:00 a.m. to 9:00 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 10:00 a.m. on Thursday, June 29, 2023 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 5, 2023 (Monday) until 12:00 p.m. on June 26, 2023 (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://www.virtual-sr.jp/users/mitsui-kinzoku98/login.aspx

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

[4]

General Meeting of Shareholders' Reference Materials

Matters to Be Resolved and Reference Items:

Proposals by the Company: Items 1-4

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 ¥140 per share as described below, ¥30 per share higher than in the previous period.

Year-End Dividends
(1) Type of Dividend Asset	Money
(2) Allocation and Total Value of Dividend Assets	¥140 per share of common stock
	Total value of ¥7,999,239,220
(3) Effective Date of Retained Earnings Distribution	June 30, 2023

[5]