Cover Sheet

Type of Document

Extraordinary Report

Filing Authority

Director of Kanto Local Finance Bureau

Filing Date

June 29, 2023

Company Name

Sumitomo Metal Mining Co., Ltd.

Name and Title of Representative

Akira Nozaki, President and Representative Director

Location of Head Office

11-3, Shimbashi 5-chome,Minato-ku, Tokyo 105-8716, Japan

Contact Telephone Number

03-3436-7704

Name of Contact

Hideki Niwa, General Manager of Legal Dept.

Closest Place of Contact

11-3, Shimbashi 5-chome,Minato-ku, Tokyo 105-8716, Japan

Telephone Number

03-3436-7704

Name of Contact

Hideki Niwa, General Manager of Legal Dept. Places of Public Inspection

Tokyo Stock Exchange Group, Inc.

2-1,Nihombashi-Kabutocho,Chuo-ku, Tokyo 103-8224, Japan Sumitomo Metal Mining Co., Ltd., Osaka Branch

5-33, Kitahama 4-chome,Chuo-ku, Osaka City, Osaka 541-0041, Japan

1 Reason for Filing

At its 98th Ordinary General Shareholders Meeting conducted on June 23, 2023, Sumitomo Metal Mining Co., Ltd. passed a number of resolutions. Accordingly, the Company files this Extraordinary Report in compliance with Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information.

2 Report

  1. Date of General Shareholders Meeting June 23, 2023
  2. Description of resolutions passed Resolution No.1: Appropriation of surplus
    1. Matters pertaining to year-end dividend
  1. Type of dividend property Cash
  2. Matters pertaining to allotment of dividend property to shareholders and total amount thereof
    115 yen per share of the Company's common stock

Total amount:

31,597,974,310 yen

  1. Date on which distribution of surplus took effect June 26, 2023

2. Matters pertaining to appropriation of other surplus

  1. The item of surplus showing a decrease, and the amount thereof

Retained earnings brought forward:

40,000,000,000 yen

  1. The item of surplus showing an increase, and the amount thereof

General reserve:

40,000,000,000 yen

Resolution No.2: Election of Eight (8) Directors

The following eight individuals were elected to serve as directors: Yoshiaki Nakazato, Akira Nozaki, Toru Higo, Nobuhiro Matsumoto, Masaru Takebayashi, Taeko Ishii, Manabu Kinoshita and Kanji Nishiura.

Resolution No.3: Election of One (1) substitute Audit & Supervisory Board member

Kazuhiro Mishina was elected to serve as a substitute Audit & Supervisory Board member.

Resolution No.4: Payment of bonuses to Directors

A total of 85 million yen is to be paid as bonuses to Four (4) Directors, excluding a Chairman and Director and Outside Directors among the Eight (8) Directors who were in office as of the end of the 98th business year (year ended March 31, 2023).

  1. Number of voting rights for declaration of intent to express approval, disapproval or abstention pertaining to proposals at the General Shareholders Meeting; conditions required for passage of proposed matters; and voting results

Proposal

For

Against

Abstention

Requisites

Approval

Result

(votes)

(votes)

(votes)

for passage

rate (%)

No.1

2,255,367

43,304

413

Notes 1

98.01

Passed

No.2

Yoshiaki

2,150,694

139,342

9,051

93.46

Passed

Nakazato

Akira

2,117,162

172,465

9,462

92.01

Passed

Nozaki

Toru

2,206,330

83,303

9,462

95.88

Passed

Higo

Nobuhiro

2,214,345

75,288

9,462

96.23

Passed

Matsumoto

Notes 2

Masaru

2,213,246

76,387

9,462

96.18

Passed

Takebayashi

Taeko

2,285,738

13,358

2

99.33

Passed

Ishii

Manabu

2,137,640

161,452

2

92.90

Passed

Kinoshita

Kanji

2,284,487

14,199

413

99.28

Passed

Nishiura

No.3

Kazuhiro

2,295,023

3,487

574

Notes 2

99.74

Passed

Mishina

No.4

2,276,762

21,024

1,331

Notes 1

98.94

Passed

(Notes)

  1. Required a majority vote of approval, in terms of number of voting rights, by the shareholders in attendance.
  2. Required attendance by shareholders representing more than one-third of all eligible voting rights and a majority vote of approval by those shareholders in attendance.
  1. Reason for not including part of the number of voting rights of shareholders in attendance at the General Shareholders Meeting into the number of voting rights
    Because the total numbers for which approval or disapproval of each proposal by those who exercised their voting rights prior to the Meeting or by part of those in attendance excluding those who were not in the Meeting at the time of voting (they must be exercised by a proxy of shareholder who has submitted the power of attorney or confirmed by a notice of acting representative submitted from an institutional shareholder) satisfied the requisite for passage, thereby resulting in passage of said proposals under application of the Company Law of Japan, the figures shown do not include the voting rights of some shareholders in attendance at the General Shareholders Meeting for whom approval, disapproval or abstention could not be confirmed. In calculating approval percentages, the number of voting rights of shareholders who were in attendance at the General Shareholders Meetings but whose approval, disapproval or abstention could not be confirmed was included in the denominator.

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Sumitomo Metal Mining Co. Ltd. published this content on 29 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2023 06:06:46 UTC.