Convocation Notice of the 97th Ordinary General Meeting of Shareholders(PDF:1.1MB)

Matters for	Proposal No.1:	Appropriation of Surplus
Resolution	Proposal No.2:	Amendment of the Articles of Incorporation

Proposal No.3: Election of eight (8) Directors

Proposal No.4: Election of one (1) Audit & Supervisory Board Member

Proposal No.5: Election of one (1) substitute Audit & Supervisory Board Member

Proposal No.6: Payment of bonuses to Directors

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• Notes on the development of systems necessary to ensure the properness of operations, notes on basic policies related to the way a person is to control the decisions on the financial and business policies of the company, notes on the Consolidated Financial Statements and Notes on the Non-Consolidated Financial Statements are posted on the Company’s website (https://www.smm.co.jp/) in accordance with the law and Article 16 of the Company’s Articles of Incorporation.
• If any amendments to the Shareholders’ Meeting Reference Documents, the Business Report, the Consolidated Financial Statements or Non-Consolidated Financial Statements are made, the notification of the details shall be provided on the Company’s website (https://www.smm.co.jp/).

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Guide to Exercising Voting Rights

1. Exercise of voting rights via the Internet

1. You may access the voting rights exercise site (https://www.web54.net), enter your voting rights exercise code and password appearing on the enclosed voting form or scan the 2d barcode on the enclosed voting form and follow the instructions to register your vote either for or against the proposals.
2. The deadline for the exercise of voting rights via the Internet is 5:00pm (Japan Time), Thursday, June 23, 2022.
3. Any connection fees to providers or telephone charges, etc. for accessing the voting rights exercise site shall be borne by the shareholders.
   Please contact the direct number below if you have any questions concerning the exercise of voting rights via the Internet. Administrator of Shareholder Registry :
   Securities Agent Web Support Sumitomo Mitsui Trust Bank, Limited
   0120-652-031(toll-free within Japan only; open from 9:00am to 9:00pm (Japan Time))

2. Voting rights exercise platform for institutional investors

Institutional investors may use voting rights exercise platform operated by ICJ (Investor Communications Japan Inc.) for institutional investors if having made an application for its use in advance.

3. Matters concerning the exercise of voting rights

1. In the event of having voted multiple times electronically (via the Internet, etc.) or both by PC and by cell phone and the content of the vote, whether for or against, with respect to one proposal differs, the last vote exercised shall prevail.
2. In the event of having voted both in writing and electronically (via the Internet, etc.) and the content of the vote, whether for or against, with respect to one proposal differs, the vote exercised electronically shall prevail

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Reference Documents for Shareholders Meeting

Proposals and Reference Matters

Proposal No.1: Appropriation of Surplus

The Company proposes that the appropriation of surplus be made in the following manner.

1. Matters regarding the year-end dividend

The appropriate return of profits to shareholders is one of the most important management issues of the Company.

Based on the Company’s policy of aiming to achieve a consolidated dividend payout ratio of 35% or more, and in comprehensive consideration of factors such as future business development, financial soundness and financial performance in the 97th business year, the Company proposes to pay a year-end dividend of 188 yen per share as described below.

The impact on the financial results for the fiscal year ended March 31, 2022, arising from the assignment of equity interest in the Sierra Gorda copper mine (Chile) due to application of certain accounting standards relating to said equity interest, is excluded from the calculation of the amount of dividends.

1. The kind of the Dividend Property Cash
2. The matters regarding the allotment of the Dividend Property to shareholders and the total amount thereof
   188 yen per share of common stock of the Company The total amount: 51,656,657,728 yen
3. The day on which the distribution of dividend of surplus will take effect

June 27, 2022

2. Matters regarding appropriation of other surplus

In order to strengthen the foundation of business management to put the Company in good stead for aggressive business investment going forward, the Company proposes funding of

general reserve.
(1)	The item of surplus showing a decrease, and the amount thereof
	Retained earnings brought forward:	200,000,000,000 yen
(2)	The item of surplus showing an increase, and the amount thereof
	General reserve:	200,000,000,000 yen

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The financial policy of the company and the changes in the dividend

As our financial strategy in the 2018 3-Year Business Plan targeted from FY2019 to FY2021, we have the policy of maintaining a consolidated equity ratio above 50% while also having a consolidated dividend payout ratio of at least 35% based on operating performance, in order to sustain our sound financial standing.

94th business

95th business

96th business

97th business year

year

year

year

(Year ended March

(Year ended

(Year ended

(Year ended

31, 2022)

March 31, 2019)

March 31, 2020)

March 31, 2021)

Total dividend per

73

78

121

301 (tentative)

share (Yen)

Total dividend

20,060

21,433

33,248

82,706 (tentative)

amount(Millions of

yen)

Consolidated

30.0

35.4

35.1

29.4 (tentative)

dividend payout

ratio (%)

Equity attributable

58.3

58.3

59.1

63.7

to owners of parent

ratio (%)

(Note) Total dividend per share, Total dividend amount and Consolidated dividend payout ratio of 97th business year shown in above table are calculated based on assumption that Proposal No.1 will be approved as proposed.

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