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 February 12, 2025 (Date of commencement of electronic provision measures: February 5, 2025)
To our shareholders:
Masahito Ito Representative Director and President
Toho Zinc Co., Ltd. 3-18-19 Toranomon, Minato-ku, Tokyo
NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Extraordinary 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 Extraordinary 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, February 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. Wednesday, February 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.)
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- Date and Time: Thursday, February 27, 2025 at 10:00 a.m. (Japan Standard Time)
- Venue:Bellesalle Roppongi Grand Conference Center (Sumitomo Fudosan Roppongi Grand Tower 9th Floor)
3-2-1 Roppongi, Minato-ku, Tokyo
(Please note that the venue has been changed from that of the 125th Ordinary General Meeting of Shareholders. When visiting the venue, please refer to the “Venue of General Meeting of Shareholders” at the end of this Notice. This only applies to those who received the Japanese version of this Notice. For your information, there is another facility with a confusingly similar name Bellesalle Roppongi in the neighborhood. - Purposes:
Items to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation (1)
Proposal 2: Issuance of Class A Preferred Shares Through Third-Party Allotment
Proposal 3: Issuance of Class B Subordinated Shares Through Third-Party Allotment
Proposal 4: Partial Amendments to the Articles of Incorporation (2)
Proposal 5: Election of Three (3) Directors (Excluding 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.
・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)
1. Reasons for amendments
To newly establish provisions regarding the Class A Preferred Shares (defined in Proposal 2 and the same applies hereinafter) and the Class B Subordinated Shares (defined in Proposal 3 and the same applies hereinafter; the issuance of the Class A Preferred Shares and the Class B Subordinated Shares shall hereinafter collectively be referred to as the “Capital Increase Through Third-Party Allotment”) in order to issue the Class A Preferred Shares and the Class B Subordinated Shares based on a capital increase through third-party allotment of shares regarding to Proposals 2 and 3 and to increase the total number of authorized shares, the Company proposes to make the necessary amendments to the current Articles of Incorporation.
These amendments to the Articles of Incorporation are subject to the approval of Proposals 2 through 4 as originally proposed.
2. Details of the amendments
The details of the amendments are as follows.
(Amended sections are underlined) | ||||
Current Articles of Incorporation | Proposed Amendments | |||
Chapter 1 | Chapter 1 | |||
General Provisions | General Provisions | |||
Article 1 to Article 4 (Omitted) | Article 1 to Article 4 (Unchanged) | |||
Chapter 2 | Chapter 2 | |||
Shares | Shares | |||
(Total Number of Authorized Shares) | (Total Number of Authorized Shares and Total Number | |||
of Authorized Class Shares) | ||||
Article 5 | Article 5 | |||
The total number of shares authorized to be issued by | The total number of shares authorized to be issued by | |||
the Company shall be 26,400,000. | the Company shall be 40,000,000, and the total | |||
number of shares in each class authorized to be issued | ||||
by the Company shall be as follows. | ||||
Common shares: | 26,400,000 | |||
Class A Preferred Shares: | 3,000,000 | |||
Class B Subordinated Shares: | 18,000,000 | |||
Article 6 (Omitted) | Article 6 (Unchanged) | |||
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Current Articles of Incorporation | Proposed Amendments |
(Number of Shares per Share Unit) | (Number of Shares per Share Unit) |
Article 7 | Article 7 |
The number of shares constituting one unit of shares | The number of shares constituting one unit of shares |
of the Company shall be 100. | of the Company shall be 100 for common shares and |
the Class B Subordinated Shares and one (1) for the | |
Class A Preferred Shares. | |
Article 8 to Article 12 (Omitted) | Article 8 to Article 12 (Unchanged) |
Chapter 2-2 | |
Class A Preferred Shares | |
(Dividends of Surplus) | |
Article 12-2 (Class A Preferred Dividends) | |
1. When distributing surplus with a date falling in a | |
particular fiscal year as the record date, on or after | |
the first day of the first fiscal year after one (1) | |
year from the date of issue of the Class A Preferred | |
Shares, the Company shall distribute surplus in | |
cash as set forth in paragraph 2 of this Article for | |
each Class A Preferred Share (the amount of cash | |
to be paid per Class A Preferred Share as a result | |
of such dividends shall hereinafter be referred to | |
as the “Class A Preferred Dividends”), in | |
accordance with the order of priority set forth in | |
Article 12-11, to shareholders who hold the Class | |
A Preferred Shares (hereinafter referred to as the | |
“Class A Preferred Shareholders”) or registered | |
pledgees of the Class A Preferred Shares (together | |
with the Class A Preferred Shareholders, | |
hereinafter collectively referred to as the “Class A | |
Preferred Shareholders, Etc.”) who are specified | |
or recorded in the final shareholder register on the | |
record date for the distribution of surplus | |
(hereinafter referred to as the “Dividend Record | |
Date”). When the amount obtained by multiplying | |
the Class A Preferred Dividends by the number of | |
the Class A Preferred Shares to which each of the | |
Class A Preferred Shareholders, Etc. is entitled | |
results in a fraction of less than one (1) yen, such | |
fraction shall be rounded off. | |
2. (Amount of the Class A Preferred Dividends) | |
(1) The amount of the Class A Preferred Dividends | |
shall be calculated on a daily prorated basis, | |
assuming 365 days in a year (or 366 days if | |
such fiscal year is a leap year) for the actual | |
number of days in the period from the first day | |
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Current Articles of Incorporation | Proposed Amendments | |
(including the first day) of the fiscal year in | ||
which such Dividend Record Date falls until | ||
such Dividend Record Date (including such | ||
Dividend Record Date) with regard to the | ||
amount obtained by multiplying the paid-in | ||
amount per Class A Preferred Share (or the | ||
adjusted amount if the amount is adjusted in | ||
accordance with items (3) and (4) of this | ||
paragraph; hereinafter referred to as the | ||
“Amount Equivalent to the Paid-In Amount”) | ||
by an annual rate of 9.0% (the division shall be | ||
conducted last, and calculated to the fifth | ||
decimal place and rounded off to the fourth | ||
decimal place). However, when distributing | ||
surplus (excluding the distribution of the | ||
Amount Equivalent to Class A Accumulated | ||
Unpaid Dividends set forth in paragraph 4 of | ||
this Article. Even if the amount of the Class A | ||
Preferred Dividends is calculated in accordance | ||
with item (2) of this paragraph, the amount of | ||
the Class A Preferred Dividends calculated in | ||
accordance with this item shall be deemed to | ||
have been distributed as a dividend of surplus) | ||
to the Class A Preferred Shareholders, Etc. with | ||
a record date prior to such Dividend Record | ||
Date, during the fiscal year in which such | ||
Dividend Record Date falls, the amount of the | ||
Class A Preferred Dividends pertaining to such | ||
Dividend Record Date shall be the amount | ||
obtained by deducting the total amount of | ||
dividends for each distribution. | ||
(2) Notwithstanding item (1) of this paragraph, if | ||
the Company acquires the Class A Preferred | ||
Shares during the period from the day | ||
following such Dividend Record Date | ||
(including such day) to the time when such | ||
dividends of surplus are paid, the amount of the | ||
Class A Preferred Dividend to be paid to each | ||
of the Class A Preferred Shareholders, Etc. in | ||
the dividends of surplus to be paid with such | ||
Dividend Record Date as the record date, shall | ||
be the amount calculated in accordance with | ||
item (1) of this paragraph, multiplied by the | ||
ratio obtained by dividing the number of the | ||
Class A Preferred Shares held or registered by | ||
such Class A Preferred Shareholders, Etc. | ||
immediately before the time when such | ||
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Current Articles of Incorporation | Proposed Amendments |
dividends of surplus are paid by the number of | |
the Class A Preferred Shares held or registered | |
by each of the Class A Preferred Shareholders, | |
Etc. as of the end of such Dividend Record | |
Date. | |
(3) If the Company issues or disposes (including | |
allotment of shares without contribution and | |
the same applies hereinafter in this item) of the | |
Class A Preferred Shares by giving the Class A | |
Preferred Shareholders the right to receive | |
allotment, the Amount Equivalent to the Paid- | |
In Amount shall be adjusted in accordance with | |
the following formula. The “number of the | |
Class A Preferred Shares issued before the | |
allotment to the Class A Preferred | |
Shareholders,” the “number of the Class A | |
Preferred Shares to be issued through the | |
allotment to the Class A Preferred | |
Shareholders,” and the “number of the Class A | |
Preferred Shares issued after the allotment to | |
the Class A Preferred Shareholders” in the | |
following formula are the numbers obtained by | |
deducting the number of the Class A Preferred | |
Shares held by the Company at the time of such | |
issuance or disposal. In the event that the | |
Company disposes of the Class A Preferred | |
Shares held by the Company, the “number of | |
the Class A Preferred Shares to be issued | |
through the allotment to the Class A Preferred | |
Shareholders” in the following formula shall be | |
replaced by the “number of the Class A | |
Preferred Shares held by the Company to be | |
disposed of.” Any fraction of less than one (1) | |
yen resulting from the adjustment shall be | |
rounded off. | |
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Current Articles of Incorporation | Proposed Amendments | |||||||
Number of the | Number of the | |||||||
Amount | Class A | Amount to be | Class A | |||||
Preferred | Preferred | |||||||
Equivalent | paid per share | |||||||
Shares issued | Shares to be | |||||||
to the Paid- | when allotting | |||||||
× | before the | + | × | issued through | ||||
In Amount | to the Class A | |||||||
before the | allotment to the | Preferred | the allotment | |||||
Paid-in amount | Class A | to the Class A | ||||||
adjustment | Shareholders | |||||||
after the | Preferred | Preferred | ||||||
＝ | ||||||||
adjustment | Shareholders | Shareholders | ||||||
Number of the Class A Preferred Shares issued | ||||||||
after the allotment to the Class A Preferred | ||||||||
Shareholders |
If conducting allotment to the Class A Preferred Shareholders, the Amount Equivalent to the Paid-In Amount after the adjustment shall apply on and after the effective date of the allotment to the Class A Preferred Shareholders (or the day following the record date if a record date for the allotment to the Class A Preferred Shareholders has been set). If any other event similar to the allotment to the Class A Preferred Shareholders occurs, the Amount Equivalent to the Paid-In Amount shall be appropriately adjusted by a resolution of the Board of Directors.
(4) If the Company conducts a share split or share consolidation with regard to the Class A Preferred Shares, the Amount Equivalent to the Paid-In Amount shall be adjusted in accordance with the following formula. The “number of the Class A Preferred Shares issued before share split or share consolidation” in the following formula shall be the number obtained by deducting the number of the Class A Preferred Shares held by the Company as of the time before such share split or share consolidation, and the “number of the Class A Preferred Shares issued after the share split or share consolidation” shall be the number obtained by deducting the number of the Class A Preferred Shares held by the Company as of the time after such share split or share consolidation. Any fraction of less than one (1) yen resulting from the adjustment shall be rounded off.
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Current Articles of Incorporation | Proposed Amendments | |||
Number of the Class A | ||||
Amount | Amount | Preferred Shares issued before | ||
Equivalent to | share split or share | |||
Equivalent to | ||||
the Paid-In | consolidation | |||
the Paid-In | ＝ | × | ||
Amount | Number of the Class A | |||
Amount after | ||||
before the | Preferred Shares issued after | |||
the adjustment | ||||
adjustment | share split or share | |||
consolidation |
In the case of a share split, the Amount Equivalent to the Paid-In Amount after the adjustment shall be applied from the day following the record date for such share split, and in the case of a share consolidation, the Amount Equivalent to the Paid-In Amount after the adjustment shall be applied from the effective date of such share consolidation (or the day after the record date if a record date for such consolidation of shares has been set).
If any other event similar to a share split or share consolidation occurs, the Amount Equivalent to the Paid-In Amount shall be appropriately adjusted by a resolution of the Board of Directors.
3. (Participation Provision)
- When the Company distributes surplus to the Common Shareholders, Etc. (defined in paragraph 1 of Article 12-11 and the same applies hereinafter) after distributing the Class A Preferred Dividends and the Amount Equivalent to Class A Accumulated Unpaid Dividends (defined in paragraph 4 of this Article) to the Class A Preferred Shareholders, Etc., the Company shall simultaneously pay the Class A Preferred Shareholders, Etc. a dividend of surplus equal to the amount obtained by multiplying the dividend per common share by the Class A conversion ratio (the number obtained by dividing the total of the Amount Equivalent to the Paid-In Amount per Class A Preferred Share, the Amount Equivalent to Class A Accumulated Unpaid Dividends, and the Amount of the Daily Prorated Unpaid Class A Preferred Dividends (defined in paragraph 3 of Article 12-3) by the conversion price set forth in paragraphs 3 through 5 of Article 12-7, and the applies hereinafter) for each Class A Preferred Share (if the calculation results in a fraction of less than one (1) yen, the fraction of less than one (1) yen shall be rounded off).
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Current Articles of Incorporation | Proposed Amendments | |
(2) Notwithstanding the provisions of paragraph 2 | ||
of this Article or any other provisions, in the | ||
event that the Company simultaneously pays | ||
dividends to the Class A Preferred | ||
Shareholders, Etc. in the same order as the | ||
Common Shareholders, Etc. of an amount | ||
equivalent to the dividend per common share | ||
multiplied by the Class A conversion ratio, for | ||
each Class A Preferred Share, even before the | ||
Amount Equivalent to Class A Accumulated | ||
Unpaid Dividends and the Class A Preferred | ||
Dividends are paid, the Company may pay | ||
dividends to Common Shareholders, Etc. In | ||
such case, the amount of dividends to the Class | ||
A Preferred Shareholders, Etc. shall not be | ||
allocated to the Amount Equivalent to Class A | ||
Accumulated Unpaid Dividends or Class A | ||
Preferred Dividends. | ||
4. (Accumulation Provision) | ||
When the total amount of dividends of surplus per | ||
share paid to the Class A Preferred Shareholders, | ||
Etc. with a date falling in a certain fiscal year as the | ||
record date (excluding dividends of an amount | ||
equivalent to the Amount Equivalent to Class A | ||
Accumulated Unpaid Dividends that have been | ||
accumulated in accordance with this paragraph | ||
with respect to the Class A Preferred Dividends | ||
pertaining to each fiscal year prior to such fiscal | ||
year (defined below). In addition, even if the | ||
amount of the Class A Preferred Dividends is | ||
calculated in accordance with item (2) of paragraph | ||
2 of this Article, a dividend of surplus of an amount | ||
of the Class A Preferred Dividends calculated in | ||
accordance with item (1) of paragraph 2 of this | ||
Article shall be deemed have been distributed) does | ||
not reach the amount of the Class A Preferred | ||
Dividends for such fiscal year (meaning the amount | ||
of the Class A Preferred Dividends calculated in | ||
accordance with item (1) of paragraph 2 of this | ||
Article, assuming that a dividend of surplus is | ||
distributed with the final day of such fiscal year as | ||
the record date. However, for the purposes of such | ||
calculation, the proviso of item (1) of paragraph 2 | ||
of this Article shall not be applied), the shortfall | ||
shall be accumulated from the first day of the fiscal | ||
year after such fiscal year (including such day) until | ||
the day of actual payment (including such day) at a | ||
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Current Articles of Incorporation
Proposed Amendments
rate of 9.0% per annum, compounded annually. This calculation shall be calculated on a daily prorated basis, assuming 365 days in a year (or 366 days if such fiscal year is a leap year), the division shall be conducted last, and calculated to the fifth decimal place and rounded off to the fourth decimal place. The amount accumulated in accordance with this paragraph (hereinafter referred to as the “Amount Equivalent to Class A Accumulated Unpaid Dividends”) shall be distributed to the Class A Preferred Shareholders, Etc. in accordance with the order of priority set forth in Article 12-11. If there is Amount Equivalent to Class A Accumulated Unpaid Dividends pertaining to more than one fiscal year, such Amount Equivalent to Class A Accumulated Unpaid Dividends pertaining to the oldest fiscal year shall be distributed first. When the amount obtained by multiplying the Amount Equivalent to Class A Accumulated Unpaid Dividends to be distributed by the number of the Class A Preferred Shares to which each of the Class A Preferred Shareholders, Etc. is entitled results in a fraction of less than one (1) yen, such fraction shall be rounded off.
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