February 14, 2025 | ||
To our Shareholders and all parties concerned, | ||
Company | TOHO ZINC CO.,LTD. | |
Representatives | Masahito Ito | |
Director and President | ||
（Ticker code: 5707 | TSE Prime Market） | |
Contact | Jun Osumi | |
General Manager, General Affairs Dept. | ||
（TEL 03-4334-7313） |
Notice regarding voting recommendation by proxy voting advisory firms on the Agenda Items to be
proposed at the Extraordinary Shareholdersʼ Meeting on February 27, 2025
We confirmed that two proxy voting advisory firms, Institutional Shareholder Services Inc. （"ISS"）and Glass, Lewis & Co., LLC（"GL"）, have respectively issued their reports recommending "FOR" of each of the proposals to be submitted to the Extraordinary Shareholdersʼ Meeting scheduled to be held on February 27, 2025. (the "Reports")
As shown in the table below, all the proposals have received "FOR" in the Reports, which is the same as the opinion of the Board of Directors of Toho Zinc Co., Ltd., meaning that both ISS and GL have fully supported the opinion of the Board of Directors. We would like to also ask our shareholders to refer to the various disclosures, including the reference documents for the Notice of the Extraordinary Shareholdersʼ Meeting and Meeting Materials.
Proposals | ISS | GL |
Recommendations | Recommendations | |
Proposal 1 | Recommend "FOR" | Recommend "FOR" |
Partial Amendments to the Articles of Incorporation (1) | ||
Proposal 2 | ||
Issuance of Class A Preferred Shares Through Third- | Recommend "FOR" | Recommend "FOR" |
Party Allotment | ||
Proposal 3 | ||
Issuance of Class B Subordinated Shares Through Third- | Recommend "FOR" | Recommend "FOR" |
Party Allotment | ||
Proposal 4 | Recommend "FOR" | Recommend "FOR" |
Partial Amendments to the Articles of Incorporation (2) | ||
Proposal 5 | Recommend all | Recommend all |
Election of Three (3) Directors (Excluding Directors Who | three candidate | three candidate |
Are Audit and Supervisory Committee Members) | "FOR" | "FOR" |