Toho Zinc : Notice of the 124th 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 7, 2023 (Date of commencement of electronic provision measures: June 5, 2023)

To our shareholders:

Kimiyasu Marusaki Representative Director and President

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

NOTICE OF THE 124TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

The 124th 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 124th 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 28, 2023 (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 28, 2023 (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 29, 2023 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 124th Term (from April 1, 2022 to March 31, 2023), 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 124th Term (from April 1, 2022 to March 31, 2023)

Items to be resolved:

Proposal 1: Appropriation of Surplus

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

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

Proposal 4: Revision of Remuneration Amounts for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

Proposal 5: Revision of Remuneration Amounts for Directors Who Are Audit and Supervisory Committee Members

Proposal 6: Determination of Remuneration Associated with Allotments of Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

Proposal 7: Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

・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. Accordingly, the paper copy constitutes only part of the documents which the Audit and Supervisory Committee and the Accounting Auditor have audited upon preparing their audit reports.

Notes to the Consolidated Financial Statements Notes to the Non-Consolidated Financial Statements

・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.

・Depending on the status of the spread of COVID-19, the Company may take measures to prevent infection at this meeting, and we appreciate your understanding in this regard.

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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 business performance, 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 fiscal year under review of ¥75 per share, unchanged from 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

¥75 per common share of the Company Total amount: ¥1,018,342,575

1. Effective date of dividends of surplus June 30, 2023

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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
Company's
No.	(Date of Birth)	and Significant Concurrent Positions Outside the Company
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
	Masahito Ito		Department, Electronic Components Business	4,800
		Department, and General Manager of Toho
	(September 22, 1959)		Zinc Technical Center, Electronic	shares
			Components Business Division
1		June 2018	Managing Executive Officer, General
		Manager of Electronic Components Business
			Division, General Manager of Electronic
			Components Business Department, and
			General Manager of Fujioka Works
		June 2021	Managing Executive Officer, General
			Manager of Electronic Components Business
			Division, General Manager of Fujioka Works,
			and in charge of Advanced Materials
			Business Division (current position)

(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, as Managing Executive Officer, he has been taking a central role in the 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 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
Company's
No.	(Date of Birth)	and Significant Concurrent Positions Outside the Company
Shares Owned
		Apr. 1980	Joined The Mitsubishi Trust and Banking
			Corporation (currently Mitsubishi UFJ Trust
			and Banking Corporation)
		June 2008	Executive Officer, Trust Assets Planning
			Division, Mitsubishi UFJ Trust and Banking
			Corporation
			Executive Officer, Asset Management and
			Administration Planning Div., Mitsubishi
			UFJ Financial Group, Inc.
		June 2011	Executive Officer, Administration Division,
			the Company
		June 2014	Director and Chief Financial Officer,
			Administration Division
		June 2015	Director, Managing Executive Officer and
			Chief Financial Officer, Administration
	Masaaki Yamagishi		Division	5,000
	June 2019	Director, Senior Managing Executive Officer
	(February 2, 1958)	shares
			and Chief Financial Officer, Administration
			Division
2		June 2022	Director, Senior Managing Executive Officer,
			General Manager of SDGs Promotion
			Division, General Manager of Information
			System Department, and in charge of
			Administration Division
		Mar. 2023	Director, Senior Managing Executive Officer,
			General Manager of SDGs Promotion
			Division, General Manager of Information
			System Department, General Manager of DX
			Promotion Task Force, and in charge of
			Administration Division
			(current position)

(Significant Concurrent Position Outside the Company)

Director, CBH Resources Ltd. (part-time)

(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 in important posts in financial institutions. After joining the Company, he leveraged his knowledge and experience at the administration division. After assuming position as Director in June 2014, he has appropriately fulfilled his roles such as determining vital matters of management and overseeing the execution of business.

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 sustainable corporate value of the Group, and therefore proposes to reelect him as Director.

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