住友金属鉱山（5713） – Notice of Convocation Annual General Meeting 2022

The following is an English translation of the Notice of Convocation of the 97th Ordinary General Meeting of Shareholders of Sumitomo Metal Mining Co., Ltd. (hereinafter referred to as the “Company”). The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise. The Japanese original is the sole official version and shall prevail in the event of any discrepancy between the Japanese original and this English translation. Securities Code No. 5713 To our shareholders June 2, 2022 11-3, Shimbashi 5-chome, Minato-ku, Tokyo Sumitomo Metal Mining Co., Ltd. Akira Nozaki, Representative Director and President Convocation Notice of the 97th Ordinary General Meeting of Shareholders Sumitomo Metal Mining Co., Ltd. (the “Company”) hereby gives notice of the 97th Ordinary General Meeting of Shareholders (the “Meeting”) as outlined below. As a result of careful consideration given the recent spread of COVID-19, we will hold the Meeting while taking appropriate measures to prevent infection. We kindly ask all shareholders to check the status of the pandemic and your own health condition as of the day of the Meeting when visiting the venue and to take care to prevent the spread of infection. You may vote in writing or by an electromagnetic method (via the Internet, etc.), so we cordially request that you examine the attached Reference Documents for Shareholders Meeting and exercise your voting rights no later than 5:00pm (Japan Time) on Thursday, June 23, 2022 in accordance with Guide to Exercising Voting Rights on page 3. 1. Date and Time: June 24, 2022 (Friday) at 10:00am (Japan Time) 2. Place: Conrad Tokyo, Kazanami (Annex, 2F) 9-1, Higashishimbashi 1-chome Minato-ku, Tokyo, Japan At the Meeting, the number of seats available are limited, as the seats are placed apart in order to prevent the infection. Therefore, even if you attend the Meeting on this day, there may be restrictions on admission. We appreciate your understanding. Report on the contents of the Business Report, the Consolidated Financial Statements and the Non-Consolidated Financial Statements for the 97th business year (April 1, 2021 – March 31, 2022) and the results of audits of the Consolidated Financial Statements for the 97th business year by the Accounting Auditor and the Audit & Supervisory Board 3. Agenda: Matters for Reporting – 1 – Matters for Resolution Proposal No.1: Appropriation of Surplus 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 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 * 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/). – 2 – 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 (2) The deadline for the exercise of voting rights via the Internet is 5:00pm (Japan Time), or against the proposals. 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 – 3 – 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 amount thereof (2) The matters regarding the allotment of the Dividend Property to shareholders and the total 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 – 4 – 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 year (Year ended March 31, 2019) 73 95th business year (Year ended March 31, 2020) 78 96th business year (Year ended March 31, 2021) 121 97th business year (Year ended March 31, 2022) 301 (tentative) Total dividend 20,060 21,433 33,248 82,706 (tentative) Consolidated 30.0 35.4 35.1 29.4 (tentative) Equity attributable 58.3 58.3 59.1 63.7 Total dividend per share (Yen) amount(Millions of yen) dividend payout ratio (%) 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. – 5 – Proposal No.2: Amendment of the Articles of Incorporation 1. Reason for the amendments In line with the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation as the system for providing informational materials for the general meeting of shareholders in electronic format will be introduced. (1) A new paragraph 1 of Article 16 (Measures, etc. for Providing Information in Electronic Format) in the Proposed Amendment will be established since there is a requirement to prescribe that measures will be taken for providing information that constitutes the content of reference documents for shareholders meetings in electronic format in the Articles of Incorporation. (2) A new paragraph 2 of Article 16 (Measures, etc. for Providing Information in Electronic Format) in the Proposed Amendment will be established to enable the Company to restrict the scope, among items for which the measures for providing information in electronic format will be taken, to items designated by the Ministry of Justice Order to scope of statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (3) Once the system for providing informational materials for the general meeting of shareholders in electronic format is introduced, the provisions of Article 16 of the current Articles of Incorporation (Disclosure via the Internet of the reference documents for a general meeting of shareholders, etc., and the deemed provision of information) will no longer be required, so they will be deleted. (4) The Company will also establish supplementary provisions regarding the effective date of the aforementioned establishment and deletion of provisions. Furthermore, these supplementary provisions shall be deleted after the due date has passed. 2. Details of the amendments The proposed amendments are as follows: Current Articles of Incorporation Proposed Amendment (Amendments are underlined) (Disclosure via the Internet of the reference documents for a general meeting of shareholders, etc., and the deemed provision of information) (Deleted) – 6 – Current Articles of Incorporation Proposed Amendment Article 16. The Company shall be deemed to have provided the shareholders with the necessary information with respect to the matters to be stated or indicated in the reference documents for the general meeting of shareholders, the business reports, the statutory reports and the consolidated statutory reports, by disclosing such information via the Internet in accordance with the ordinance of the Ministry of Justice. (Newly established) (Measures, etc. for providing information in electronic format) Article 16. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company shall not be required to include all or some of those items designated by the Ministry of Justice Order in statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. – 7 – Current Articles of Incorporation Proposed Amendment (Supplementary provisions) (Transitional measures for providing informational materials for the general meeting of shareholders in electronic format) Article 1. The amendment to Article 16 of the Articles of Incorporation by resolution of the 97th Ordinary General Meeting of Shareholders shall take effect on September 1, 2022. 2. Notwithstanding the provision of the preceding paragraph, Article 16 of the current Articles of Incorporation before the amendment by resolution of the preceding paragraph shall remain effective regarding any general meeting of shareholders held on a date within six months from September 1, 2022. Article 2. The provisions in the preceding Article and this Article shall be deleted on the date when six (6) months have elapsed from September 1, 2022 or three (3) months have elapsed from the date of the general meeting of shareholders in paragraph 2 of the preceding Article, whichever is later. (Newly established) – 8 – Proposal No.3: Election of eight (8) Directors The terms of all Directors (eight (8) Directors) will expire at the close of the Meeting, therefore, the Company proposes the election of eight (8) Directors. When nominating the candidates for Directors, the Company received advice from the Governance Committee, which is comprised of the Chairman who is not an Executive Officer, and the Independent Outside Directors. The candidates for Directors are as follows. No. Name Gender Current Position Attribute of the Attendance of the Number of years Candidate Board of Directors in office of the 1 Yoshiaki Male Representative Reappointment 18 out of 18 16 years Nakazato Nozaki 2 Akira Male Representative Reappointment 18 out of 18 8 years 3 Toru Higo Male Director Reappointment 18 out of 18 2 years meetings for the Company as fiscal year ended Director March 31, 2022 (100%) (100%) (100%) 4 Nobuhiro Male Director Reappointment 18 out of 18 3 years Matsumoto Managing (100%) 5 Takahiro Male Director Reappointment 14 out of 14 1 year Kanayama Managing (100%) 6 Kazuhisa Male Independent Reappointment 17 out of 18 6 years Nakano Outside Director Outside Director (94%) 7 Taeko Ishii Female Independent Reappointment 18 out of 18 4 years Outside Director Outside Director (100%) 8 Manabu Male Independent Reappointment 18 out of 18 2 years Kinoshita Outside Director Outside Director (100%) Independent Independent Independent – 9 – Director Chairman Director Officer President Managing Executive Officer Executive Officer Executive Officer No. 1 Yoshiaki Nakazato Reappointment Date of Birth (Age) May 13, 1953 (69) Male Gender Company owned Number of shares of the 28,200 Shares Number of years in office of 16 years the Company as Director Attendance of the Board of 18 out of 18 Directors meetings for the (100%) fiscal year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1976 Joined the Company Jun. 2005 Executive Officer Jun. 2006 Director Jun. 2008 Managing Executive Officer General Manager of Advanced Materials Div. Oct. 2008 General Manager of Semiconductor Materials Div. Jun. 2009 Executive Officer General Manager of Advanced Materials Div. Jun. 2010 Managing Executive Officer Officer Jun. 2013 President and Representative Director Jun. 2018 Chairman (Present Position) Reasons for his candidacy as Director Jun. 2012 Representative Director (Present Position)Senior Managing Executive Mr. Yoshiaki Nakazato has served as President and Director for five years. Since June 2018, he has served as Chairman. He has been presented as a candidate for Director so that he may continue to utilize his knowledge and experience regarding the Company’s entire business in strengthening the function of the Board of Directors. – 10 – No. 2 Reappointment Jun. 20, 1960 (61) Male Akira Nozaki Date of Birth (Age) Gender Company owned Number of shares of the 18,500 Shares Number of years in office of 8 years the Company as Director Attendance of the Board of 18 out of 18 Directors meetings for the (100%) fiscal year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1984 Joined the Company Jun. 2013 Executive Officer Senior Deputy General Manager of Non-Ferrous Metals Div. Jun. 2014 Director General Manager of Corporate Planning Dept. Jun. 2015 General Manager of Non-Ferrous Metals Div. Jun. 2016 Managing Executive Officer Jun. 2018 President and Representative Director (Present Position) Reasons for his candidacy as Director Since June 2018, Mr. Akira Nozaki has served as President and Director. He has been presented as a candidate for Director so that he may continue to utilize his knowledge and experience regarding the Company’s entire business in strengthening the function of the Board of Directors. – 11 – No. 3 Reappointment Male Nov. 1, 1961 (60) Toru Higo Date of Birth (Age) Gender Company owned Number of shares of the 5,400 Shares Number of years in office of 2 years the Company as Director Attendance of the Board of 18 out of 18 Directors meetings for the (100%) fiscal year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Joined the Company Apr. 1986 Jul. 2010 General Manager of Nickel Sales & Raw Materials Dept., Non-Ferrous Jul. 2014 General Manager of Copper & Precious Metals Raw Materials Dept., Non-Jun. 2017 Sumitomo Metal Mining Philippine Holdings Corporation, Director and Metals Div. Ferrous Metals Div. President Jun. 2019 Executive Officer Senior Deputy General Manager of Non-Ferrous Metals Div. Jun. 2020 Director (Present Position) General Manager of Corporate Planning Dept. (Present Position) Jun. 2021 Managing Executive Officer (Present Position) Reasons for his candidacy as Director Mr. Toru Higo has knowledge of sales and corporate management, such as his abundant experience in sales and raw material procurement in Smelting & Refining Business as well as experience in managing as a director of an overseas company regarding natural resources business, as well as having served as General Manager of Corporate Planning Dept. He has been presented as a candidate for Director so that he may continue to utilize his experience and knowledge in strengthening the function of the Board of Directors. Conclusion of indemnity agreement The Company has concluded an indemnity agreement with Mr. Toru Higo regarding the performance of his duties as a company officer of an overseas listed company, which he performed as part of the Company’s business. Under the agreement, the Company shall – 12 – indemnify for any expenses to deal with an action to pursue his liabilities, etc. or any loss for compensation of damages (including settlement payments) in the event that he is held liable for any such damages to the extent provided by laws and regulations, when he may incur them in connection with the performance of said his duties. It has been also established that the Company shall not assume obligation to compensate expenses, etc. for dealing with pursuing his liabilities incurred from any position other than his position as a company officer of the said overseas listed company (including his position as Director of the Company). – 13 – No. 4 Nobuhiro Matsumoto Reappointment Date of Birth (Age) Feb. 24, 1963 (59) Gender Male Number of shares of the 5,700 Shares Company owned Number of years in office of the 3 years Company as Director Attendance of the Board of 18 out of 18 Directors meetings for the (100%) fiscal year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1987 Joined the Company Apr. 2008 General Manager of Niihama Nickel Refinery, Non-Ferrous Metals Div. Jun. 2014 General Manager of Administration Dept., Non-Ferrous Metals Div. Jun. 2016 Executive Officer Senior Deputy General Manager of Non-Ferrous Metals Div. Jun. 2018 General Manager of Non-Ferrous Metals Div. (Present Position) Jun. 2019 Director (Present Position) Jun. 2020 Managing Executive Officer (Present Position) [Significant concurrent occupations or positions at other organizations] PT Vale Indonesia Tbk., Commissioner Reasons for his candidacy as Director Mr. Nobuhiro Matsumoto has abundant experience in Smelting & Refining Business as well as extensive knowledge regarding technology of Smelting & Refining Business. He has been presented as a candidate for Director so that he may continue to utilize his experience and knowledge in strengthening the function of the Board of Directors. Conclusion of indemnity agreement The Company has concluded an indemnity agreement with Mr. Nobuhiro Matsumoto regarding the performance of his duties as a company officer of an overseas listed company, which he performs as part of the Company’s business. Under the agreement, the Company shall indemnify for any expenses to deal with an action to pursue his liabilities, etc. or any loss for – 14 – compensation of damages (including settlement payments) in the event that he is held liable for any such damages to the extent provided by laws and regulations, when he may incur them in connection with the performance of his said duties. It has been also established that the Company shall not assume obligation to compensate expenses, etc. for dealing with pursuing his liabilities incurred from any position other than his position as a company officer of the said overseas listed company (including his position as Director of the Company). – 15 – No. 5 Takahiro Kanayama Reappointment Date of Birth (Age) Jan. 23, 1963 (59) Male Gender Company owned Number of shares of the 3,000 Shares Number of years in office of the 1 year Company as Director Attendance of the Board of 14 out of 14 Directors meetings for the fiscal (100%) year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1986 Joined the Company Oct. 2015 General Manager of Personnel Dept. Jun. 2017 Executive Officer General Manager of Besshi – Niihama District Div. Jun. 2020 General Manager of Personnel Dept. (current Human Resources Dept.) (Present Position) Jun. 2021 Director (Present Position) Managing Executive Officer (Present Position) Reasons for his candidacy as Director Mr. Takahiro Kanayama has experience of successively holding General Managers of Personnel Dept. (current Human Resources Dept.) and Besshi – Niihama District Div as well as extensive knowledge regarding corporate management such as Human Resources management and General Affairs. He has been presented as a candidate for Director so that he may continue to utilize his experience and knowledge in strengthening the function of the Board of Directors. – 16 – No. 6 Apr. 1971 Apr. 2003 Jun. 2004 Jun. 2005 Jun. 2007 Jun. 2009 Jun. 2013 Jun. 2015 Jun. 2016 Jun. 2017 Director Kazuhisa Nakano Reappointment Outside Director Independent Date of Birth (Age) Jan. 4, 1948 (74) Male Gender Company owned Number of shares of the 2,500 Shares Number of years in office of the 6 years Company as Outside Director Attendance of the Board of 17 out of 18 Directors meetings for the fiscal (94%) year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Joined Idemitsu Kosan Co., Ltd. Executive Officer and General Manager of Personnel Department of Idemitsu Kosan Co., Ltd. Director of Idemitsu Kosan Co., Ltd. Managing Director of Idemitsu Kosan Co., Ltd. Executive Vice President and Representative Director of Idemitsu Kosan Co., Ltd. President and Representative Director of Idemitsu Kosan Co., Ltd. Chairman and Representative Director of Idemitsu Kosan Co., Ltd. Executive Advisor of Idemitsu Kosan Co., Ltd. Director of the Company (Present Position) Retired as Executive Advisor of Idemitsu Kosan Co., Ltd. Reasons for his candidacy as Outside Director / Overview of expected roles as Outside Mr. Kazuhisa Nakano had served as President and Representative director of Idemitsu Kosan Co., Ltd. and has abundant knowledge and experience in managing a company and regarding resource business. Mr. Kazuhisa Nakano is expected to contribute to the improvement of quality of the Board decision-making by providing his advice regarding long-term projects, especially in the Mineral Resource business and Smelting & Refining business as well as the overall plan, – 17 – which is aimed toward the sustainable growth and mid- to long-term enhancement of the corporate value of the Company and its groups by utilizing his knowledge and experience. He is also expected to perform a check function on management by participating in decision-making at the Board of Directors from an independent and objective standpoint, and to oversee the management on behalf of shareholders and other stakeholders by being involved in decision making regarding nominations and remunerations of directors and executive officers as the member of the Governance Committee. Mr. Kazuhisa Nakano is currently an Outside Director of the Company and the Chairman of the Governance Committee, and has been presented as a candidate for Outside Director because he is playing the roles shown above. Independence/ Contract for Limitation of Liability 1. Mr. Kazuhisa Nakano is a candidate for Outside Director as set out in Article 2(3)(vii) of the Enforcement Regulations of the Companies Act of Japan. 2. During 97th business year (year ended March 31, 2022), the Company engaged in business with Idemitsu Kosan in such areas as the lease of real properties. The amount of sales of the Company to Idemitsu Kosan totaled ¥4 million, accounting for only 0.0% of the Company’s non-consolidated net sales. The Company also engaged in business with Idemitsu Kosan with regard to the purchase of the Company’s operating materials. The amount paid to Idemitsu Kosan by the Company amounted to ¥1,511 million, accounting for only 0.0% of Idemitsu Kosan’s non-consolidated net sales. 3. The Company has appointed Mr. Kazuhisa Nakano as Independent Directors as specified by the Tokyo Stock Exchange and submitted notice of his appointment to the Exchange. He complies with the Company’s criteria for independence set out on page 28. 4. The Company has entered into a Contract for Limitation of Liability with Mr. Kazuhisa Nakano limiting his maximum liability to 10 million yen or the minimum liability amount prescribed by applicable laws and regulations, whichever is higher. The Company intends to extend the Contracts with him. – 18 – No. 7 Reappointment Outside Director Independent May 7,1956 (66) Female Taeko Ishii Date of Birth (Age) Gender Company owned Number of shares of the 0 Share Number of years in office of the 4 years Company as Outside Director Attendance of the Board of 18 out of 18 Directors meetings for the fiscal (100%) year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1986 Registered as a lawyer Joined Ryoichi Wada Law Firm Mar. 1992 Established Ohta & Ishii Law Firm Jun. 2018 Director of the Company (Present Position) [Significant concurrent occupations or positions at other organizations] Lawyer of Ohta & Ishii Law Firm Outside Audit & Supervisory Board Member of NEC Corporation Outside Audit & Supervisory Board Member of DTS CORPORATION Outside Audit & Supervisory Board Member of Dai Nippon Printing Co., Ltd. Outside Audit & Supervisory Board Member of Furusato Service Co., Ltd. Reasons for her candidacy as Outside Director / Overview of expected roles as Outside Director the field of labor law. Ms. Taeko Ishii has specialist knowledge and abundant experience as a lawyer, especially in Ms. Taeko Ishii is expected to contribute to the improvement of quality of the Board decision-making by providing her advice regarding compliance and personnel/labor related fields, which is aimed toward the sustainable growth and mid- to long-term enhancement of the corporate value of the Company and its groups by utilizing her knowledge and experience. She is also expected to perform a check function on management by participating in decision-making at the Board of Directors from an independent and objective standpoint, and to – 19 – oversee the management on behalf of shareholders and other stakeholders by being involved in decision making regarding nominations and remunerations of directors and executive officers as a member of the Governance Committee. Ms. Taeko Ishii is currently an Outside Director of the Company and a member of the Governance Committee, and has been presented as a candidate for Outside Director because she is playing the roles shown above. She has not participated in corporate management in any form other than as Outside Audit & Supervisory Board Member; however, for the above reasons, the Company determined that she is able to serve as Outside Director appropriately. Independence/ Contract for Limitation of Liability 1. Ms. Taeko Ishii is a candidate for Outside Director as set out in Article 2(3)(vii) of the Enforcement Regulations of the Companies Act of Japan. 2. The Company has appointed Ms. Taeko Ishii as Independent Director as specified by the Tokyo Stock Exchange and submitted notice of her appointment to the Exchange. She complies with the Company’s criteria for independence set out on page 28. 3. The Company has entered into a Contract for Limitation of Liability with Ms. Taeko Ishii limiting her maximum liability to 10 million yen or the minimum liability amount prescribed by applicable laws and regulations, whichever is higher. The Company intends to extend the Contracts with her. – 20 – No. 8 Reappointment Outside Director Independent Manabu Kinoshita Date of Birth (Age) May 17, 1954 (68) Male Gender Number of shares of the 0 Share Company owned Number of years in office of the 2 years Company as Outside Director Attendance of the Board of 18 out of 18 Directors meetings for the fiscal (100%) year ended March 31, 2022 Career summary, position and area of responsibility at the Company, and significant concurrent occupations or positions at other organizations Apr. 1978 Joined NEC Corporation Apr. 2006 Executive General Manager, Distribution and Service Industries Solutions Operations Unit of NEC Corporation Apr. 2008 Associate Senior Vice President of NEC Corporation Apr. 2010 Senior Vice President of NEC Corporation Jun. 2010 Director of NEC Corporation Apr. 2016 Senior Executive Vice President of NEC Corporation Apr. 2018 Senior Officer of NEC Corporation Jun. 2020 Director of the Company (Present Position) Jun. 2021 Retired as Senior Officer of NEC Corporation [Significant concurrent occupations or positions at other organizations] Outside Director of Alfresa Holdings Corporation – 21 – Director business. Reasons for his candidacy as Outside Director / Overview of expected roles as Outside Mr. Manabu Kinoshita had served as Senior Executive Vice President of NEC Corporation and has abundant knowledge and experience in managing a company and regarding digital Mr. Manabu Kinoshita is expected to contribute to the improvement of quality of the Board decision-making by providing his advice regarding material business and digital fields where the business environment is changing significantly, which is aimed toward the sustainable growth and mid- to long-term enhancement of the corporate value of the Company and its groups by utilizing his knowledge and experience. He is also expected to perform a check function on management by participating in decision-making at the Board of Directors from an independent and objective standpoint, and to oversee the management on behalf of shareholders and other stakeholders by being involved in decision making regarding nominations and remunerations of directors and executive officers as a member of the Governance Committee. Mr. Manabu Kinoshita is currently an Outside Director of the Company and a member of the Governance Committee, and has been presented as a candidate for Outside Director because he is playing the roles shown above. Independence/ Contract for Limitation of Liability 1. Mr. Manabu Kinoshita is a candidate for Outside Director as set out in Article 2(3)(vii) of the Enforcement Regulations of the Companies Act of Japan. 2. During 97th business year (year ended March 31, 2022), there is no sales of the Company to NEC Corporation. The Company engaged in business with NEC Corporation regarding the purchase of the NEC Corporation’s equipment and software, and in such areas as maintenance and lease fees, etc. The amount paid to NEC Corporation by the Company amounted to ¥122 million, which accounted for 0.0% of the non-consolidated net sales of NEC Corporation. Furthermore, the Company sold all of its holdings of NEC Corporation shares by March 31, 2022. In addition, NEC Corporation also sold all of its holdings of the Company’s shares. 3. The Company has appointed Mr. Manabu Kinoshita as Independent Director as specified by the Tokyo Stock Exchange and submitted notice of his appointment to the Exchange. He complies with the Company’s criteria for independence set out on page 28. 4. The Company has entered into a Contract for Limitation of Liability with Mr. Manabu Kinoshita limiting his maximum liability to 10 million yen or the minimum liability amount prescribed by applicable laws and regulations, whichever is higher. The Company intends to extend the Contracts with him. – 22 – Matters regarding candidates for directors The Company has entered into a Directors and Officers liability insurance contract stipulated in the laws and regulations with an insurance company, under which directors, the Audit & Supervisory Board Members and executive officers of the Company are included in the insured. In the insurance contract, damages and legal costs will be compensated in a case where any of the insured becomes subject to a claim with regard to damages caused by their action or failure to act based on their position such as Directors or Officers of the Company. The Company bear all insurance premiums for the insured. If the appointment of the candidates for directors is approved, they will be included as an insured in the contract. The Company plans to renew the insurance contract with the same content during the term of office. 1. Information of the candidates such as age or career shown above in this proposal is as of 2. Descriptions in units of million yen in this proposal have been rounded to the nearest million (Notes) Jun. 1, 2022. yen. – 23 – Proposal No.4: Election of one (1) Audit & Supervisory Board Member With respect to Audit & Supervisory Board Member Mr. Yasuyuki Nakayama will have resigned at the close of the Meeting. Therefore, the Company proposes the election of one (1) Audit & Supervisory Board Member. The Company has obtained consent for this proposal from the Audit & Supervisory Board. The candidate for Audit & Supervisory Board Member is as follows. Tsuyoshi Nozawa Date of Birth (Age) Dec. 3, 1964 Gender owned Number of shares of the Company 600 Shares New (57) Male Career summary, position and significant concurrent occupations or positions at other organizations Apr. 1988 Jul. 2015 Apr. 2018 Joined the Company Public Relations & Investor Relations Dept. Finance & Accounting Dept. (Present Position) Reasons for his candidacy as Audit & Supervisory Board Member Mr. Tsuyoshi Nozawa has for many years involved in tax accounting and financial accounting works, and has knowledge of accounting practice and accounting, etc. He also has experience in dialogue with stakeholders including shareholders and investors. He has been presented as a candidate for Audit & Supervisory Board Member because he is expected to perform his role as Audit & Supervisory Board Member by utilizing his experience and knowledge. Directors and Officers liability insurance contract related to the candidate for Audit & Supervisory Board Member The Company has entered into a Directors and Officers liability insurance contract stipulated in the laws and regulations with an insurance company, under which directors, the Audit & Supervisory Board Members and executive officers of the Company are included in the insured. In the insurance contract, damages and litigation expenses will be compensated in a case where any of the insured becomes subject to a claim with regard to damages caused by their action or failure to act based on their position such as Directors or Officers of the Company. The Company bear all insurance premiums for the insured. If the appointment of the candidate for Audit & Supervisory Board Member is approved, the candidate will be included as an insured in the contract. The Company plans to renew the insurance contract with the same content during the term of office. – 24 – (Note) 1, 2022. Information of the candidate such as age or career shown above in this proposal is as of Jun. – 25 – Proposal No.5: Election of one (1) substitute Audit & Supervisory Board Member In case the number of Audit & Supervisory Board Members falls below the number specified by laws and regulations or the Articles of Incorporation, the Company proposes the election of one (1) substitute Audit & Supervisory Board Member. The Company has obtained consent for this proposal from the Audit & Supervisory Board. The candidate for substitute Audit & Supervisory Board Member is as follows. Kazuhiro Mishina Outside Audit & Supervisory Board Member Independent (62) Male Date of Birth (Age) Sep. 23, 1959 Gender owned Number of shares of the Company 0 Share Career summary, position and significant concurrent occupations or positions at other organizations Sep. 1989 Assistant Professor of Harvard Business School Oct. 1995 Assistant Professor of the Center for Research and Investigation of Advanced Science and Technology of Japan Advanced Institute of Science and Technology Apr. 1997 Assistant Professor of the School of Knowledge Science of Japan Advanced Institute of Science and Technology Oct. 2002 Assistant Professor of the Graduate School of Business Administration of Oct. 2004 Professor of Graduate School of Business Administration of Kobe Kobe University University (Present Position) [Significant concurrent occupations or positions at other organizations] Professor of Graduate School of Business Administration of Kobe University Reasons for his candidacy as substitute for Outside Audit & Supervisory Board Member / Overview of expected roles as Outside Audit & Supervisory Board Member Mr. Kazuhiro Mishina has specialized knowledge as a researcher in the field of corporate strategy and business strategy. Mr. Kazuhiro Mishina is, if he assumes the office, expected to carry out effective audits based on his own knowledge and experience, especially utilizing his background as a university – 26 – professor, while fully coordinating with full-time Audit & Supervisory Board Members, which is aimed toward the ensuring of the soundness of the Group’s management and mid- to long-term enhancement of the corporate value of the Company and its groups. In addition, as part of the audit process he is expected to participate in important meetings, including Board of Directors meetings, and during the decision-making process to actively express his frank opinions from an independent and objective standpoint, including not only the legality but also the appropriateness of proposals. He has not participated in corporate management in any form other than as Outside Director; however, for the above reasons, the Company determined that he is able to serve as Outside Audit & Supervisory Board Member appropriately. Independence/ Contract for Limitation of Liability 1. Mr. Kazuhiro Mishina is a candidate for Outside Audit & Supervisory Board Member as set out in Article 2(3)(viii) of the Enforcement Regulations of the Companies Act of Japan. 2. If Mr. Kazuhiro Mishina assumes the office of Outside Audit & Supervisory Board Member, the Company plans to appoint him as Independent Director as specified by the Tokyo Stock Exchange and submit notice of his appointment to the Exchange. He complies with the Company’s criteria for independence set out on page 28. 3. If Mr. Kazuhiro Mishina assumes the office of Outside Audit & Supervisory Board Member, the Company plans to enter into a Contract for Limitation of Liability with him limiting his maximum liability to 10 million yen or the minimum liability amount prescribed by applicable laws and regulations, whichever is higher. 4. The Company has entered into a Directors and Officers liability insurance contract stipulate in the laws and regulations with an insurance company, under which directors, the Audit & Supervisory Board Members and executive officers of the Company are included in the insured. In the insurance contract, damages and litigation expenses will be compensated in a case where any of the insured becomes subject to a claim with regard to damages caused by their action or failure to act based on their position such as Directors or Officers of the Company. The Company bear all insurance premiums for the insured. If Mr. Kazuhiro Mishina assumes the office of Outside Audit & Supervisory Board Member, he will be included as an insured in the contract. Information of the candidate such as age or career shown above in this proposal is as of Jun. (Note) 1, 2022. – 27 – 1. Criteria for Independence The Company will follow the requirements for externality prescribed in the Companies Act of Japan and the criteria for independence prescribed by the Tokyo Stock Exchange in judging the independence of Outside Directors and Outside Audit & Supervisory Board Members (collectively, “Outside Officers”). However, even if an Outside Officer belongs to a business partner of the Company or in other such situations, the Outside Officer will, in principle, be judged to be independent when falling under the following immateriality standards prescribed by the Company. Business • In the most recent business year, sales of the Company (non-consolidated) Partners and to the business partner (non-consolidated) were less than 2% of the sales Banks of the Company (non-consolidated). • In the most recent business year, sales of the business partner (non-consolidated) to the Company (non-consolidated) were less than 2% of the sales of the business partner (non-consolidated). • In the most recent business year, the outstanding balance of loans from the business partner to the Company (non-consolidated) was less than 2% of the total assets of the Company (non-consolidated). Consultants, • Consultants, accounting experts, legal experts, or other such experts who Experts, etc. received money or other such assets (if the recipient of such assets is a corporation, partnership, or other such organization, then any person belonging thereto), other than officer remunerations, of less than an annual amount of 10 million yen in the most recent business year from the Company (non-consolidated). Contributions• If the recipient is an individual Directors or Audit & Supervisory Board , etc. Members: The amount of money or other such assets received from the Company (non-consolidated) in the most recent business year is less than an annual amount of 1 million yen. • If the recipient is a corporation, etc. to which a Director or Audit & Supervisory Board Member belongs (in case of national university corporations, incorporated educational institutions, or the like, the department or post-graduate course to which the Director or Audit & Supervisory Board Member belongs will be deemed to a recipient): The amount of money or other such assets received from the Company (non-consolidated) in the most recent business year is less than an annual amount of 10 million yen. – 28 – ○ ○ ○ 2. Skills Matrix for Board of Directors If Proposal No.3 (Election of eight (8) Directors) and Proposal No.4 (Election of one (1) Audit & Supervisory Board Member) are approved and adopted as proposed, the skills matrix for the Board of Directors will be as follows. Knowledge, experience, ability, etc. possessed by Directors and Audit & Supervisory Board Members that they believe they can contribute significantly to the effectiveness of the Board of Directors. Category Name Corporate Capability R&D/Manu-Quality/ General Global Manage-(Internation-facturing/ Safety/Envi-ment/Sus-al Engineering ronment Business/ Marketing Finance/Ac-Human Legal/Com-counting Resources pliance tainability Experience) Yoshiaki Nakazato Akira Nozaki Toru Higo Nobuhiro Matsumoto Takahiro Kanayama Kazuhisa Nakano Taeko Ishii Manabu Kinoshita Koji Imai Tsuyoshi Nozawa Shoji Wakamatsu Director Member Audit i &Supervsory Board ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ Wataru Yoshida ○ ○ (Notes) 1. The Company has created the skill matrix for Directors and Audit & Supervisory Board Members, taking account of the “Reasons for adoption of present corporate governance system” set out on page 32 2. Fields in which Directors and Audit & Supervisory Board Members believes that they can make a particular contribution to the effectiveness of the Board of Directors are indicated with a “〇”. Furthermore, the Company has established the guidelines for fulfillment. For the details, please refer to the Corporate Governance Report. – 29 – Proposal No.6: Payment of bonuses to Directors The Company proposes the payment of a total of 243 million yen as bonuses to Five (5) Directors, excluding Outside Directors among the Eight (8) Directors who were in office as of the end of the 97th business year (year ended March 31, 2022) in order to reward their distinctive merits. The Directors’ bonuses of the Company are calculated by considering the performance of the Company and reflecting the job performance of each Director based on the Policy on the remunerations of each Director. The summary of details of the policy are as set out on page 55. The Directors’ bonuses of the Company are calculated by considering the performance of the Company and reflecting the job performance of each Director based on the Policy on the remunerations of each Director. – 30 – Corporate Governance of the Company (1) Basic Approach to Corporate Governance The Company views corporate governance as a disciplinary framework both for maximizing the corporate value of the Company Group and for ensuring sound management practices. As such, it is one of the most important management issues. The Company has instituted the SMM Group Corporate Philosophy based on the Sumitomo’s Basic Business Philosophy. Through striving to enhance our corporate governance, the Company will conduct efficient and sound business activities, make positive contributions to society, and fulfill our responsibilities to our shareholders and all other stakeholders in order to realize the SMM Group Corporate Philosophy. Sumitomo’s Basic Business Philosophy Article 1 Article 2 Sumitomo shall achieve strength and prosperity by placing prime importance on integrity and sound management in the conduct of its business. Sumitomo shall manage its activities with foresight and flexibility in order to cope effectively with the changing times. Under no circumstances, however, shall it pursue easy gains or act imprudently. SMM Group Corporate Philosophy ・ The Company, in accordance with the Sumitomo Business Spirit, shall, through the performance of sound corporate activities and the promotion of sustainable co-existence with society and the global environment, seek to make positive contributions to society and to fulfill its responsibilities to its stakeholders, in order to win ever greater trust. ・ The Company shall, based on respect for all individuals and recognizing each person’s dignity and value, seek to be a forward-minded and vibrant company. * Details of Basic Approach to Corporate Governance of the Company are available on the website below. https://www.smm.co.jp/en/ir/management/governance_policy/ – 31 – (2) Governance Framework ① Organizational Structure The Company has adopted Audit & Supervisory Board and Executive Officer systems to ensure effective execution, monitoring functions within management. The Company is managed by three organs, namely (i) the Board of Directors, in charge of major decisions and supervision, (ii) Representative Directors and Executive Officers, in charge of the execution of business, and (iii) the Audit & Supervisory Board Members and Accounting Auditor, in charge of auditing. In addition, the Company has established the Governance Committee to increase management transparency and strengthen corporate governance. ② Reasons for adoption of present corporate governance system Positioning Mineral Resources, Smelting & Refining, and Materials as its three core businesses, the Company aims to realize its Long-term Vision of becoming a “World Leader in the Non-Ferrous Metals Industry.” Since all three businesses are related to non-ferrous metals, they have a mutual organic relationship and their business contents and scale are such that the Board of Directors can make decisions itself regarding diverse management issues. Furthermore, from the viewpoint of the stronger coordination currently being promoted among the three businesses, it will further stimulate the Company’s growth if the Board of Directors itself comprehensively makes decisions rather than giving strong independence to each business segment and permitting them to make their own decisions. To this end, we consider that in principle a management model would be appropriate for the Company’s governance, rather than a monitoring model that oversees overall business execution after the fact. Furthermore, in view of the distinctive characteristics of the Sumitomo Metal Mining Group’s business operations, it is important to strengthen the management infrastructure (particularly regarding compliance, safety, and the environment) and therefore necessary to establish a system whereby auditors can point out issues to directors and executive officers without hesitation. From this viewpoint, we have adopted an organizational structure of a company with an Audit & Supervisory Board in which auditors with guaranteed independent authority can be expected to exercise their auditing functions stably over a period of four years. At present auditors do not have the right of convocation regarding decisions of the Board of Directors or the right to vote on the Board of Directors. The resulting inability of auditors to propose the removal of a director to the Board of Directors is an issue for companies with an Audit & Supervisory Board. We are striving to overcome this issue by appointing multiple outside directors (at least one third of members), have them become members of the Governance Committee, and deal with the appointment and dismissal of directors and executive officers in the Governance Committee. – 32 – (3) Policy on Reducing Cross-shareholdings When advancing our business strategy, the Company may engage in strategic shareholdings with business partners or other companies if it is judged that doing so will contribute to strengthening our business base over the mid to long term. With regard to existing cross-shareholdings, the Board of Directors verifies aspects such as the objectives of holdings and whether the benefits therefrom cover the Company’s cost of capital every year. As a result of this verification, with regard to shares whose holding is judged to have little significance, including shares considered no longer worth the cost of capital and shares judged to have become less relevant due to recent business changes, we will proceed with concrete consideration based on the premise of reduction. Furthermore, in cases where a company cross-holding the Company’s shares expresses a desire to sell, we respond in a sincere manner with a view to proceeding with the sale. With regard to the exercise of voting rights in cross-shareholdings, the Company determines whether to vote for or against each proposal after giving comprehensive consideration, based on the financial results and other aspects of the financial condition of each of the issuing companies, to matters such as whether each proposal will contribute to increasing the corporate value of that company over the medium to long term, and what impact it will have on the Company’s corporate value. Decisions on voting are made particularly cautiously in circumstances such as cases of companies affected by major scandals or by persistent losses. (4) Analysis and evaluation of the effectiveness of the board as a whole, and the results The Board of Directors analyzes and evaluates the effectiveness of the Board of Directors from the perspective of making appropriate business execution decisions and improving monitoring function. In fiscal 2021, the Board of Directors analyzed and evaluated the effectiveness of the Board of Directors, with the following results: ① Process of analysis and evaluation With the help of an external evaluator (law firm), the Board of Directors prepared and implemented questionnaires for the directors and Audit & Supervisory Board Members. The compilation and analysis of the questionnaire responses was entrusted to the external evaluator. The Board of Directors deliberated on the effectiveness of the Board of Directors at the ordinary meeting held in February 2022, based on the compiled questionnaire responses, the evaluation by the external evaluator, and the “what the Board of Directors should ideally be (aiming for a Board of Directors that emphasizes decision-making functions)” confirmed in fiscal 2016, and confirmed its evaluation and future actions. ② Overview of the analysis and evaluation results a. Questionnaire responses and external evaluator’s analysis and evaluation results – 33 – a) Since most of the items related to the effectiveness of the Board of Directors were rated highly, in general, the Board of Directors can be evaluated as functioning effectively. b) In the open-ended response section of the questionnaire, many positive opinions were expressed about the current situation, and often when identifying matters, opinions were included on how the current situation could be improved. c) With respect to the role and function of the Board of Directors that the Company aims to achieve, given that a considerable number of responses expressed the need for change in this regard, it is desirable for the Board of Directors to consider this matter. Furthermore, it is desirable for the Board of Directors to continue to consider and implement initiatives aimed at improvement in the matters pointed out in fiscal years 2019 and 2020 (such as securing human resources). b. Deliberations at Board of Directors meetings Based on the advice from the external evaluator, the Board of Directors deliberated on the following matters. a) With respect to the opinion that changes are necessary in the role and function of the Board of Directors, the Board of Directors agreed that it was necessary to review the criteria for the matters for resolution and matters for reporting to be submitted to the Board of Directors in order to strengthen its monitoring function, and determined to conduct a review that would consider revising the monetary limit standards determining which matters for resolution are submitted, among other matters in order to enhance aspects of the monitoring function while continuing to adopt the management model in principle. In addition, the Company confirmed that the following reporting will continue to be implemented. ・ Reporting on non-financial information twice a year (from April 2022, reported by the Sustainability Committee). ・ Reporting from each division on its issues and corresponding courses of action, including marketing perspectives, approximately once a year. b) With respect to initiatives related to the matters pointed out in fiscal years 2019 and 2020 (especially securing human resources, etc.), the Board of Directors confirmed that it would wait for the executive side to consider and propose a solution before c) As for other matters, the Board of Directors confirmed that it would request faster distribution of materials, provision of feedback concerning opinions on capital markets, deliberation. and other topics. ③ Future actions The Board of Directors confirmed that it will further enhance the effectiveness of the Board of Directors by continuing to address the above issues. – 34 – Board, and the results (5) Analysis and evaluation of the effectiveness of the audits and the Audit & Supervisory ① Purpose, etc. of the evaluation of the effectiveness of the Audit & Supervisory Board Members and the Audit & Supervisory Board In order to ensure managerial soundness and increase the corporate value of the Company Group, at the Company, the Audit & Supervisory Board Members audit the execution of duties by directors and executive officers in accordance with the audit policies, audit plans, and other such matters prescribed by the Audit & Supervisory Board. To confirm and improve the effectiveness of these audits and the Audit & Supervisory Board, it was decided to begin an initiative to evaluate their effectiveness. In fiscal year 2021, the first year of this initiative, it was decided to review the audits and activities of the Audit & Supervisory Board, consider the issues that needed to be improved and how to address them, and incorporate these findings in the next fiscal year’s audit plan and day-to-day audit activities. ② Evaluation process and evaluation method The process for the evaluation of the effectiveness was as follows. In order to carry out the evaluation from an independent and objective standpoint, we requested advice on analysis and evaluation from Deloitte Touche Tohmatsu LLC, a third-party organization. Based on the results, discussions were held at the Audit & Supervisory Board and self-evaluations were conducted. The specific evaluation method was as follows. The third-party organization first checked the audits by the Audit & Supervisory Board Members and relevant materials pertaining to the Audit & Supervisory Board, and then conducted individual interviews with all Audit & Supervisory Board Members (two standing members and two outside members). The Audit & Supervisory Board Members conducted their effectiveness evaluation with reference to the advice of the third-party organization based on the results of the individual interviews and then exchanged a wide range of opinions on the audit activities, etc. ③ Overview of evaluation results As a result of the discussions at the Audit & Supervisory Board, the following points were confirmed regarding the audits and activities of the Audit & Supervisory Board, and the audits and activities of the Audit & Supervisory Board were judged to be well-functioning and sufficiently effective. ・ Through their attendance at Board of Directors meetings, discussions among Audit & Supervisory Board Members, and auditing activities by Audit & Supervisory Board Members, the Audit & Supervisory Board Members have conducted audits in an appropriate manner and made necessary representations of their opinions. – 35 – ・ The Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members, have attended Management Committee meetings, executive officer’s meetings, CSR Committee (currently Sustainability Committee) meetings,