Sumitomo Metal Mining : Press ReleaseIR

Press Release

May 24, 2017

Company: Sumitomo Metal Mining Co., Ltd.

Representative: Yoshiaki Nakazato, President and Representative Director (Code No. 5713, First Section of the Tokyo Stock Exchange) Contact: Hideki Motoki, Deputy General Manager, PR & IR Dept.

(TEL: [phone])

Notice Regarding Change in Number of Shares Constituting One Unit, Consolidation of Shares, and Partial Amendment to the Articles of Incorporation

At a meeting of board members held on May 24, 2017, Sumitomo Metal Mining Co., Ltd. (SMM) issued a resolution concerning a change to the number of shares constituting one unit and a partial amendment to the Articles of Incorporation. At the same time, SMM resolved to propose a consolidation of shares at the 92nd Ordinary General Meeting of Shareholders (hereafter "the General Meeting of Shareholders") to be held on June 27, 2017.

Details

1. Change in number of shares constituting one unit

2. Reason for the change

   Acting under a plan to aggregate sales units for stock trading, stock exchanges nationwide are undertaking efforts to consolidate the unit of trading (number of shares constituting one unit) of ordinary shares of domestic companies listed on national stock exchanges to 100 shares. These stock exchanges have decided to set the deadline for transitioning to a trading unit of 100 shares as October 1, 2018.

   In response, as a company listed on the Tokyo Stock Exchange, Inc., SMM has decided to change its number of shares constituting one unit from 1,000 shares to 100 shares.

3. Details of the change

   The number of shares constituting one unit will be changed from 1,000 shares to 100 shares.

4. Conditions for the change

The change will take effect on October 1, 2017, on the condition that the proposal for consolidation of shares in 2. below is approved as written at the General Meeting of Shareholders.

5. Consolidation of shares

6. Purpose of consolidation

   In changing the number of shares constituting one unit from 1,000 shares to 100 shares, SMM has decided to implement a consolidation of 2 shares of the Company's stock into 1 share, effective October 1, 2017, for the purpose of adjusting the number of shares constituting one unit (the purchase amount per number of shares constituting one unit) to an appropriate level.

7. Details of the consolidation

   ① Type of shares to be consolidated: Common stock

   ② Consolidation ratio: Shares will be consolidated at a ratio of 1 share per 2 shares held by shareholders who are recorded in the final Register of Shareholders on September 30 (effectively September 29), 2017, with October 1, 2017 as the effective date of the consolidation.

   ③ Total number of authorized shares to be issued following consolidation:

   500 million shares (prior to consolidation: 1 billion shares)

   The provisions of the Articles of Incorporation that stipulate the total number of authorized shares to be issued will be deemed as having been amended as above, as of the effective date of the consolidation (October 1, 2017).

   ④ Number of shares decreased due to consolidation

   Total number of issued shares prior to consolidation (March 31, 2017)	581,628,031 shares
   Number of shares decreased due to the consolidation	290,814,016 shares
   Total number of issued shares following consolidation	290,814,015 shares

   Note: The "number of shares decreased due to the consolidation" and "total number of issued shares following consolidation" are theoretical values calculated from the "total number of issued shares

   prior to consolidation" under the share consolidation ratio.

8. Number of shareholders decreased due to the consolidation

   Number of shareholders (percentage)	Number of shares held (percentage)
   Total number of shareholders	36,916 (100.00%)	581,628,031 (100.00%)
   Fewer than 2 shares	229 (0.62%)	229 (0.00%)
   2 shares or more	36,687 (99.38%)	581,627,802 (100.00%)

   The composition of shareholders based on the Register of Shareholders as of March 31, 2017, is as follows.

   In the event that the share consolidation is performed, the 229 shareholders holding fewer than 2 shares (holding a total of 229 shares, as of March 31, 2017) will lose status as shareholders.

9. Handling of fractions of less than 1 share

   When the consolidation results in a fraction of a share, SMM will dispose of the fractional shares in bulk in accordance with the provisions of Article

   235 of the Companies Act, and will pay the proceeds of the sale to shareholders in proportion to the fractions held.

10. Adjustment of the Minimum Exercise Price of the Series 2 stock acquisition rights

    The Minimum Exercise Price of the Series 2 stock acquisition rights will be adjusted from 1,436 yen to 2,872 yen on and after October 1, 2017 due to the consolidation.

11. Conditions for the consolidation

The consolidation will take effect on October 1, 2017, on the condition that the proposal for consolidation of shares is approved as written at the General Meeting of Shareholders.

12. Partial amendment to the Articles of Incorporation

    The Articles of Incorporation of SMM will be amended, effective October 1, 2017, on the condition that the proposal for the consolidation of shares in 2. above is approved as written at the General Meeting of Shareholders.

    (The underlined portions indicate amended items.)

    Current Articles of Incorporation	Proposed amendments
    Chapter II. Shares (Total number of shares authorized to be issued) Article 5. The total number of shares authorized to be issued by the Company shall be one billion (1,000,000,000) shares. (Article 6 omitted) (Number of shares constituting one unit) Article 7. The number of shares constituting one unit of shares of the Company shall be one thousand (1,000) shares.	Chapter II. Shares (Total number of shares authorized to be issued) Article 5. The total number of shares authorized to be issued by the Company shall be five hundredmillion (500,000,000) shares. (Article 6 unchanged) (Number of shares constituting one unit) Article 7. The number of shares constituting one unit of shares of the Company shall be one hundred (100) shares.

13. Schedule

May 24, 2017 Meeting of the Board of Directors

June 27, 2017 92nd Ordinary General Meeting of Shareholders October 1, 2017 (tentative) Effective date of change in number of shares

constituting one unit, consolidation of shares, and partial amendment to the articles of incorporation

Note: As above, the effective date of the consolidation of shares and the change in number of shares constituting one unit is October 1, 2017. However, for