Toho Zinc Co., Ltd.TSE: 5707

Notice of the 126th Ordinary General Meeting of Shareholders

Jun 12, 2025 at 6:34 AM UTC · MarketScreener

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.

To our shareholders:

Securities identification code: 5707

June 12, 2025

(The electronic provision starts: June 5, 2025)

Masahito Ito Representative Director and President

Toho Zinc Co., Ltd.

3-18-19 Toranomon, Minato-ku, Tokyo

NOTICE OF THE 126TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

The 126th 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 126th 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.

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., Thursday, June 26, 2025 (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. Thursday, June 26, 2025 (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.)

Date and Time: Friday, June 27, 2025 at 10:00 a.m. (Japan Standard Time)
Venue: Trust City Conference Kamiyacho (Kamiyacho Trust Tower 2nd Floor) 4-1-1 Toranomon, Minato-ku, Tokyo
(Please note that the venue has been changed from those of the 125th Ordinary General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders.)
Purposes: Items to be reported:
1. Business Report and Consolidated Financial Statements for the 126th Term (from April 1, 2024 to March 31, 2025), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 126th Term (from April 1, 2024 to March 31, 2025)

Items to be resolved: Proposal 1: Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal 2: Election of One (1) Director Who Is an Audit and Supervisory Committee Member Proposal 3: Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member Proposal 4: Reduction of the Amounts of Share Capital and Legal Capital Surplus

・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:

Matters Regarding Shares of the Company
Matters Regarding Stock Acquisition Rights of the Company, etc.
Matters Regarding Accounting Auditor
Matters Regarding Systems for Ensuring the Properness of Operations
Consolidated Financial Statements and Non-Consolidated Financial Statements
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.

Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal 1: Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)

At the conclusion of this meeting, the terms of office for all six (6) 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 six (6) Directors.

The candidates for Directors are as follows:

Candidate No.	Name (Gender) (Date of Birth)	Career Summary, Position and Responsibility in the Company, and Significant Concurrent Positions Outside the Company		Number of the Company's Common 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 Zinc Technical Center, Electronic Components Business Division
	Masahito Ito (Male) (September 22, 1959)	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	8,648 shares
1		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
		June 2023	Representative Director and President
		Feb. 2024	Representative Director and President, General Manager of Metal & Recycling Business Division
		June 2024	Representative Director and President, in charge of Electronic Components & Advanced Material Business Division (current position)
	Tenure as Director at the end of the General Meeting of Shareholders: two (2) years
	(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.

Candidate No.	Name (Gender) (Date of Birth)	Career Summary, Position and Responsibility in the Company, and Significant Concurrent Positions Outside the Company		Number of the Company's Common Shares Owned
		Apr. 1990	Joined the Company
		June 2021	Executive Officer, General Manager of Metal & Recycling Business Department, General Manager of Recycle Sales Department
2	Yoshikazu Sato (Male) (January 17, 1967)	June 2023 Feb. 2024 June 2024	Executive Officer, General Manager of Metal & Recycling Department, General Manager of Metal Sales Department, General Manager of Osaka Sales Department, General Manager of Business Planning Department Executive Officer in charge of Structural Reform Director, Managing Executive Officer in charge of Structural Reform, General Manager of Corporate Strategy & Planning Department	2,870 shares
		May 2025	Director, Managing Executive Officer, CRO, General Manager of Corporate Strategy & Planning Department, General Manager of Corporate Strategy & Planning Office (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. Yoshikazu Sato possesses a wealth of operational experience and a proven track record in the smelting business and recycle business, our mainstay businesses. Since assuming the position of Director and Managing Executive Officer in 2024, he has played a central role in the management 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.

Candidate No.	Name (Gender) (Date of Birth)	Career Summary, Position and Responsibility in the Company, and Significant Concurrent Positions Outside the Company		Number of the Company's Common 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 Resources Division, ITOCHU Corporation
	Yutaka Washizu (Male) (October 27, 1957)	July 2015 July 2015	Advisory Member, ITOCHU Corporation (current position) Senior Managing Executive Officer, YANASE & CO., LTD.	- shares
3		Dec. 2015 June 2017	Director and Managing Executive Officer, YANASE & CO., LTD. Director and Senior Managing Executive Officer, YANASE & CO., LTD.
		June 2022	Special Advisory Member, YANASE & CO., LTD.
		June 2024	Outside Director, the Company (current position)
	Tenure as Outside Director at the end of the General Meeting of Shareholders: one (1) year
	(Reasons for nomination as candidate for Outside Director and overview of expected roles) 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.