東邦チタニウム（5727） – NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS

Securities Code: 5727 June 1, 2022 To Our Shareholders with Voting Rights Yasuji Yamao President and Representative Director Toho Titanium Co., Ltd. 1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: You are cordially invited to attend the 91st Ordinary General Meeting of Shareholders of Toho Titanium Co., Ltd. (the “Company”) to be held as stated below. To prevent the spread of the novel coronavirus (COVID-19), we recommend you not to attend this General Meeting of Shareholders and to exercise your voting rights either in writing (postal mail) or through the Internet. Please read the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS, and exercise your voting rights by 5:20 p.m., Monday, June 20, 2022 (JST) in accordance with the instructions contained herein. For your information, we will not be distributing gifts to shareholders attending the meeting. Description 1. Date and time: Tuesday, June 21, 2022 at 10 a.m. (JST) (The reception opens at 9:30 a.m.) Yokohama Bay Sheraton Hotel & Towers, 5F “Nichirin” 1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa 2. Place: 3. Agenda: Matters to be reported: 1. Business report, consolidated financial statements and non-consolidated financial statements for the 91st fiscal term (from April 1, 2021 to March 31, 2022) 2. Results of audits by Accounting Auditor and the Audit & Supervisory Committee on the consolidated financial statements for the 91st fiscal term (from April 1, 2021 to March 31, 2022) Matters to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Partial amendments to the Articles of Incorporation Election of seven (7) Directors who are not members of the Audit and Supervisory Committee Election of two (2) Directors who are members of the Audit and Supervisory Committee 1. For those attending the meeting in person, please present the Voting Form enclosed herein to the receptionist on arrival at the meeting. 2. Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial Statements are posted on the Company’s website (https://www.toho-titanium.co.jp/ir/stock/meeting.html) pursuant to applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company. In the event that an amendment is required to the REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS, Business Report, or Non-consolidated or Consolidated Financial Statements prior to the date of General Meeting of Shareholders, the Company will post the amendment on the website. – 1 – How to Exercise Your Voting Rights Exercise of voting rights in writing Please indicate your vote in favor of or against each of the proposals on the enclosed Voting Rights Exercise Form and return the form for arrival by the following deadline. Deadline for Exercise of Voting Rights: 5:20 p.m., Monday, June 20, 2022 Exercise of voting rights via the Internet If exercising your voting rights via the Internet, please check the instructions on Page 7 of the Japanese original version (in Japanese only) and enter your vote for or against each of the proposals by the following deadline. Deadline for Exercise of Voting Rights: 5:20 p.m., Monday, June 20, 2022 If attending the General Meeting of Shareholders Please bring the enclosed Voting Rights Exercise Form with you and submit it at the reception desk. If exercising your voting rights by proxy, the number of proxies you may appoint is limited to one (1) shareholder who is a shareholder of the Company entitled to vote. Important Notes (1) If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be counted as valid. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid. (2) Any costs arising from accessing the website for exercising voting rights to be paid to the Internet provider or telecommunications operator shall be borne by you, the shareholder. (3) The password is important information through which we ascertain that the person voting is actually the shareholder. Please be careful with the password in the same way as you would be with a seal or PIN number. (4) If you enter the password incorrectly a certain number of times, you will no longer be able to access the website. Please follow the instructions on the screen to obtain a new password. (5) The voting right code listed on the Voting Form is valid only for this General Meeting of Shareholders. – 2 – REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposal No. 1: Partial amendments to the Articles of Incorporation 1. Reason for amendments The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions to the Act Partially Amending the Companies Act (Act No.70 of 2019) will come into effect on September 1, 2022. Accordingly, to prepare for the introduction of a system for electronic provision of materials for general meetings of shareholders, the Company’s Articles of Incorporation will be amended as follows. (1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically. (2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. 2. Details of amendments The details of the proposed amendments are as follows. (Amendments are underlined.) Proposed Amendments (Deleted)s Current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 When convening a general meeting of shareholders, the Company may deem to have supplied to shareholders information pertaining to matters to be described or indicated in reference documents for the general meeting of shareholders, business reports, non-consolidated financial statements, and consolidated financial statements by disclosing such information via the Internet in accordance with the provisions set forth in the Ordinance of the Ministry of Justice. (Newly established) (Measures for Electronic Provision, Etc.) Article 15 The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. – 3 – Current Articles of Incorporation SUPPLEMENTARY PROVISIONS (Transitional Measure Regarding Exemption from Liabilities of Corporate Auditors) Article 1 The Company may, by a resolution of the Board of Directors, exempt Corporate Auditors (including former Corporate Auditors) from their liability as provided in Article 423, Paragraph 1 of the Companies Act to the extent permitted by law for acts committed in the conduct of their duties in good faith and without material negligence prior to the close of the 89th ordinary general meeting of shareholders. (Newly established) Proposed Amendments SUPPLEMENTARY PROVISIONS (Unchanged) (Transitional Measures Regarding Electronic Provision, Etc.) Article 2 The amendment of Article 15 of the Articles of Incorporation shall come into effect on September 1, 2022, which is the date of enforcement of the amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 15 (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) shall remain in force for any general meeting of shareholders held on a day within six (6) months from the Effective Date. 3. This article shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. – 4 – Proposal No. 2: Election of seven (7) Directors who are not members of the Audit and Supervisory Committee. The term of office for all the nine Directors who are not members of the Audit and Supervisory Committee will expire upon the conclusion of this General Meeting of Shareholders. Accordingly, to enable more flexible decision-making while ensuring the effectiveness of the Board of Directors, the Company proposes to reduce the number of Directors who are not members of the Audit and Supervisory Committee by two and elect seven Directors who are not members of the Audit and Supervisory Committee. The Audit and Supervisory Committee is of the opinion that it is appropriate to elect each of the candidates as a Director who is not a member of the Audit and Supervisory Committee from the viewpoint of enhancing the medium- to long-term corporate value of the Company. The candidates for Directors who are not members of the Audit and Supervisory Committee are as follows: Candidate No. Name Current Position and Responsibilities at the Company President and Representative Director Chief Executive Officer Director and Senior Executive Managing Officer General Manager, Corporate Management Division In charge of Catalysts Division and Chemicals Division Director and Executive Managing Officer In charge of New Business Promotion Office General Manager, Technical Division Executive Officer Deputy General Manager, Corporate Management Division General Manager in charge of General Administration, General Administration & Human Resources Department, Corporate Management Division 1 2 3 4 5 6 7 Yasuji Yamao [Reappointment] Hiroshi Matsubara [Reappointment] Norio Yuki [Reappointment] Akira Inokawa [New appointment] Yoichi Hayashi [Reappointment] Yasuhiko Ikubo [Reappointment] [Outside Director] [Independent Director] Kimiharu Okura [Reappointment] [Outside Director] [Independent Director] Director Outside Director Outside Director – 5 – No. 1 Reappointment Yasuji Yamao (Born January 7, 1959) Career summary, title and area of responsibility in the Company: April 2018 April 2019 April 2020 April 2021 June 2021 Number of shares of the Company owned…………… 2,563 shares Director and Executive Managing Officer, JX Nippon Mining & Metals Corporation Director and Executive Managing Officer, In charge of Accounting & Finance Department, Environment & Safety Department, Logistics Department, and Internal Auditing Department, JX Nippon Mining & Metals Corporation Representative Director, Pan Pacific Copper Co., Ltd. (resigned in March 2020) Director and Executive Managing Officer, Assistant to President (Special Assignment); In charge of Environment & Safety Department, JX Nippon Mining & Metals Corporation, JX Nippon Mining & Metals Corporation (resigned in March 2021) Adviser, Toho Titanium Co., Ltd. (resigned in June 2021) President and Representative Director, Chief Executive Officer, Toho Titanium Co., Ltd. (to present) June 2013 April 2013 April 1981 Joined Nippon Mining Co., Ltd. October 2012 General Manager, Coordination Department, Metals Group, JX Nippon Mining & Metals Corporation Executive Officer, Pan Pacific Copper Co., Ltd. (in charge of Administration Department and Planning & Coordination Department) Executive Officer, JX Nippon Mining & Metals Corporation Executive Officer, In charge of Planning & Coordination Department; General Manager, Coordination Department, Metals Group, JX Nippon Mining & Metals Corporation Executive Officer, In charge of Accounting & Finance Department; General Manager, Accounting & Finance Department, JX Nippon Mining & Metals Corporation Executive Managing Officer, Deputy General Manager, Electronic Materials Group. JX Nippon Mining & Metals Corporation April 2017 June 2014 Significant concurrent positions outside the Company: None. Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee: He has served in the ENEOS Group as Director and Senior Executive Officer of JX Nippon Mining & Metals Corporation and as Representative Director of Pan Pacific Copper Co., Ltd. Since he assumed the office of President and Representative Director of the Company, he has led the Company’s management and contributed to the enhancement of corporate value through the deployment of various measures. He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences. – 6 – No. 2 Reappointment Hiroshi Matsubara (Born March 23, 1960) Career summary, title and area of responsibility in the Company: April 1982 October 2010 General Manager, Kitakyushu Works, Joined Toho Titanium Co., Ltd. April 2018 Number of shares of the Company owned…………… 4,416 shares In Charge of Corporate Planning Department, General Administration & Human Resources Department and Accounting Department General Manager, Corporate Management Division (to present) In Charge of Internal Control Promotion Department Director and Senior Executive Managing Officer (to present) Senior Executive Staff, Catalysts Division and Chemicals Division In charge of Catalysts Division and Chemicals Division (to present) April 2019 June 2019 April 2021 June 2021 Significant concurrent positions outside the Company: None. April 2013 June 2013 April 2016 April 2017 June 2017 Toho Titanium Co., Ltd. Executive Officer, Toho Titanium Co., Ltd. General Manager, Corporate Planning Department In Charge of Purchasing & Logistics Group, Business Support Department; General Manager, Corporate Planning Department In Charge of Corporate Planning Department, General Administration & Human Resources Department and Purchasing & Logistics Department Director and Executive Managing Officer, Toho Titanium Co., Ltd. In Charge of Corporate Planning Department, General Administration & Human Resources Department, Accounting Department, Information Technology Department Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee: He has been in charge of human resources, planning and other back-office functions in the Company. Since he assumed the office of Director of the Company, he has held a key role in the management of the Company with his abundant experience. He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences. – 7 – Norio Yuki No. 3 Reappointment (Born March 4, 1960) Career summary, title and area of responsibility in the Company: April 2019 April 1982 April 2013 June 2015 April 2016 Joined Nippon Mining Co., Ltd. General Manager, Technology Development Center, JX Nippon Mining & Metals Corporation Executive Officer, Deputy General Manager, Technology Development Group, JX Nippon Mining & Metals Corporation Executive Officer, Deputy General Manager, Technology Group, JX Nippon Mining & Metals Corporation April 2020 June 2021 Number of shares of the Company owned…………… 4,134 shares Executive Managing Officer, Toho Titanium Co., Ltd. Deputy General Manager, Technical Division General Manager, Technical Development Center, Technical Division In charge of New Business Promotion Office (to present) Director and Executive Managing Officer (to present) General Manager, Technical Division (to present) Significant concurrent positions outside the Company: None. Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee: He was engaged in R&D of non-ferrous metal for many years in the ENEOS Group at JX Nippon Mining & Metals Corporation and other companies. Since he assumed the office of Executive Officer of the Company, he has management experience, mainly in R&D and new business development. He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences. No. 4 New Appointment Akira Inokawa (Born June 5, 1964) Career summary, title and area of responsibility in the Company: Joined Nippon Mining Co., Ltd. April 1989 October 2013 General Manager, Legal Department, Chile Office, Pan Pacific Copper Co., Ltd. Temporarily transferred to Toho Titanium Co., Ltd. General Manager, Corporate Planning Department Permanently transferred to Toho Titanium Co., Ltd. March 2018 April 2017 Number of shares of the Company owned…………… 1,127 shares April 2021 April 2019 April 2022 General Manager, General Administration & Human Resources Department, Corporate Management Division Executive Officer (to present) In Charge of Internal Control Promotion Department Deputy General Manager, Corporate Management Division (to present) General Manager in charge of General Administration, General Administration & Human Resources Department, Corporate Management Division (to present) Significant concurrent positions outside the Company: None. Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee: He has been in charge of general administration, legal affairs, corporate planning, and other back-office functions for many years in the ENEOS Group at JX Nippon Mining & Metals Corporation and other companies. Since he assumed the office of Executive Officer of the Company, he has experience in management, mainly in general administration and human resources. He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences. No. – 8 – 5 Reappointment Yoichi Hayashi (Born February 5, 1965) Career summary, title and area of responsibility in the Company: Number of shares of the Company owned…………… 0 shares April 1988 May 2011 July 2013 June 2015 Joined Nippon Mining Co., Ltd. Temporarily Transferred to Pan Pacific Copper Co., Ltd. from JX Nippon Mining & Metals Corporation General Manager, Accounting & Finance, Saganoseki Smelter & Refinery General Administration Department, Pan Pacific Copper Co., Ltd. General Manager, General Administration Department, Pan Pacific Copper Co., Ltd. General Manager, Planning & Coordination Department, JX Nippon Mining & Metals Corporation April 2019 June 2019 April 2021 April 2022 Executive Officer, JX Nippon Mining & Metals Corporation Director, Toho Titanium Co., Ltd. (to present) Director and Executive Managing Officer, JX Nippon Mining & Metals Corporation (to present) In charge of Planning & Coordination Department, ESG Promotion Department, Accounting Department and Logistics Department (to present) Senior Executive Staff, Project Management Office, JX Nippon Mining & Metals Corporation (to present) Significant concurrent positions outside the Company: Director and Executive Managing Officer, JX Nippon Mining & Metals Corporation Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee: He has been in charge of accounting & finance, general administration, planning and other duties in the ENEOS Group and has served as Director and Executive Managing Officer of JX Nippon Mining & Metals Corporation. He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to provide helpful opinions and advice as Director with those experiences. He is a candidate for Non-Executive Director. No. 6 Reappointment Outside Director Independent Director Number of shares of the Company owned…………… Period in Office………………… 0 shares 7 years Yasuhiko Ikubo (Born February 11, 1953) Career summary, title and area of responsibility in the Company: April 1977 April 2009 Registered as a lawyer (with the Dai-Ichi Tokyo Bar Association) (to present) Senior Partner, Abe, Ikubo & Katayama (to present) Professor, The Legal Training and Research Institute of Japan Vice Chairman, Dai-Ichi Tokyo Bar Association January 1991 April 1994 April 2007 April 2014 June 2015 Vice President, Kanto Federation of Bar Associations Executive Director, Japan Federation of Bar Associations Outside Director, Toho Titanium Co., Ltd. (to present) Significant concurrent positions outside the Company: Senior Partner, Abe, Ikubo & Katayama Reason for nomination as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, and functions expected to be fulfilled: As a lawyer, he has been involved in a wide range of fields related to corporate legal affairs for many years. He provides the Company with helpful opinions and advice based on his knowledge and experience. He was nominated as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to continue to provide such opinions and advice and, from an objective standpoint independent of the execution of operations, make appropriate management judgment and provide highly effective supervision of the management team, notwithstanding the fact that he does not have any experience in corporate management other than by serving as an outside director or as an outside audit & supervisory board member. – 9 – No. 7 Reappointment Outside Director Independent Director Kimiharu Okura Career summary, title and area of responsibility in the Company: (Born May 14, 1953) April 1976 May 2001 Joined Mitsui & Co., Ltd. Vice Operating Officer of Americas Business Unit, Mitsui & Co., Ltd. April 2005 September 2003 General Manager, Base Metal Unit, Mitsui & Co., Ltd. General Manager, Non-Ferrous Materials Unit, Mitsui & Co., Ltd. President and Representative Director, Nippon Amazon Aluminium Co., Ltd. Director and Chairman, MDR Co., Ltd. April 2015 May 2008 Number of shares of the Company owned…………… Period in Office………………… 0 shares 3 years April 2016 July 2017 June 2019 Director, SANYO Techno Solutions Tottori Co., Ltd. Representative, OKnits (to present) Outside Director, Toho Titanium Co., Ltd. (to present) Significant concurrent positions outside the Company: Representative, OKnits Reason for nomination as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, and functions expected to be fulfilled: He served as a vice operating officer of US subsidiaries and general manager of metal business divisions in Mitsui & Co., Ltd., managed an investment company in the mineral resource sector partially owned by Mitsui & Co., Ltd., and has a lot of knowledge and experience in metal business and corporate management. He was nominated as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to continue to provide such opinions and advice and, from an objective standpoint independent of the execution of operations, make appropriate management judgment and provide highly effective supervision of the management team. Notes: 1. There is no relationship involving a special interest or transactional relationship between the candidates for Director and the Company. 2. JX Nippon Mining & Metals Corporation is a parent company of the Company, and Pan Pacific Copper Co., Ltd.is a subsidiary of JX Nippon Mining & Metals Corporation. The positions and responsibilities of candidates who are, or were in the past ten years, officers of these companies are as described above. 3. The Company has entered into an agreement with each of Messrs. Yoichi Hayashi, Yasuhiko Ikubo and Kimiharu Okura that limits their liabilities to the Company to an amount equal to the minimum amount set forth in Article 425, paragraph 1 of the Japanese Companies Act. If their reelection is approved in this General Meeting of Shareholders, the Company will maintain those agreements effective. 4. The Company has entered into a liability insurance policy for directors and officers with an insurance company, naming as the insured all directors, executive officers, and employees of the Company who have been appointed by the Company as a director or corporate auditor of an unlisted company in Japan. This insurance policy covers the insured’s losses and damages, such as liability for damages and expenses incurred by them in connection with management decisions, execution of operations, etc. Each of the candidates, if their election is approved, will be covered as an insured under the insurance policy. All insurance premiums will be paid by the Company, and this insurance policy is to be renewed in September 2022. 5. Messrs. Yasuhiko Ikubo and Kimiharu Okura are, and after approval of their reelection, will continue to be, independent directors as stipulated in the relevant rules of the Tokyo Stock Exchange. 6. Figures set out in the part of “Number of shares of the Company owned” by candidates for Directors are those including shares held through the Shareholding Society of Directors, Officers and Audit & Supervisory Committee Members. – 10 – Proposal No. 3: Election of two (2) Directors who are members of the Audit and Supervisory Committee. The terms of office of Mr. Kouji Kikuchi and Ms. Shigeko Senzaki, directors who are members of the Audit and Supervisory Committee, will expire upon the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two directors who are members of the Audit and Supervisory Committee. The candidates are as stated below. The Audit and Supervisory Committee has consented to this proposal. No. 1 Reappointmen April 1982 April 2010 June 2017 April 2018 Number of shares of the Company owned…………… 2,817 shares April 2019 June 2019 June 2020 In Charge of Internal Control Promotion Department; Deputy General Manager, Technical Division (In Charge of Facilities Engineering Department) Corporate Auditor Director who is a member of the Audit and Supervisory Committee (to present) Significant concurrent positions outside the Company: None Kouji Kikuchi (Born February 3, 1960) Career summary, title and area of responsibility in the Company: Joined Toho Titanium Co., Ltd. General Manager, Internal Control Promotion Department Executive Officer In Charge of Internal Control Promotion Department, Environment & Safety Department, Purchasing & Logistics Department, Quality Control Department, Facilities Engineering Department In Charge of Internal Control Promotion Department, Purchasing & Logistics Department, Facilities Engineering Department; General Manager, Purchasing & Logistics Department Reason for nomination as a candidate for Director who is a member of the Audit and Supervisory Committee: He has been in charge of internal control and other duties in the Company and has a lot of knowledge and experience in various divisions of the Company. Since he assumed the office of Executive Officer of the Company, he has experience in management, including being in charge of multiple back-office functions. Since he started serving as a corporate auditor of the Company from June 2019 and as Director who is a member of the Audit and Supervisory Committee from June 2020, he has audited the execution of duties of the management team. He was nominated as a candidate for Director who is a member of the Audit and Supervisory Committee, because the Company expects him to effectively utilize his knowledge and experience and provide highly effective supervision of the management team from an objective standpoint independent of the execution of operations. – 11 – No. 2 Reappointmen Outside Director Independent Director Shigeko Senzaki Career summary, title and area of responsibility in the Company: (Born August 4, 1957) April 1980 February 1986 October 1990 March 1994 August 1997 Jointed Orient Leasing Co., Ltd. (currently ORIX Corporation) Joined Anderson Mōri & Rabinowitz (currently Anderson Mōri & Tomotsune) Joined Deloitte Touche Tohmastu LLC Registered as a certified public accountant (to present) Representative, Shigeko Senzaki Certified Public Accountants’ Office August 2009 August 2010 August 2013 June 2019 June 2020 Number of shares of the Company owned…………… Period in Office………………… 0 shares 2 years Chief Researcher, Business Division, the Japanese Institute of Certified Public Accountants Voluntary Restraint and Business Division, the Japanese Institute of Certified Public Accountants Representative, Shigeko Senzaki Certified Public Accountants’ Office (reinstated) (to present) Outside Corporate Auditor, Toho Titanium Co., Ltd. Outside Director who is a member of the Audit and Supervisory Committee (to present) Significant concurrent positions outside the Company: Representative, Shigeko Senzaki Certified Public Accountants’ Office Outside Director who is a member of the Audit and Supervisory Committee, KOIKE-YA Inc. (scheduled to assume office in June 2022) Reason for nomination as a candidate for Outside Director who is a member of the Audit and Supervisory Committee, and functions expected to be fulfilled: She has been engaged in accounting audits, support for establishing internal control, investigation of employee misconduct and other works as a certified public accountant and has a lot of knowledge and experience in the fields of corporate accounting, auditing and internal control. She has served as an outside corporate auditor of the Company since June 2019, and, as Director who is a member of the Audit and Supervisory Committee since June 2020, during which period she has audited the execution of duties of the management team. She was nominated as a candidate for Director who is a member of the Audit and Supervisory Committee, because the Company expects her to effectively utilize her knowledge and experience and provide highly effective supervision of the management team from an objective standpoint independent of the execution of operations, notwithstanding the fact that she does not have any experience in corporate management other than by serving as an outside director or as an outside audit & supervisory board member in the past. Notes: 1. There is no relationship involving a special interest or transactional relationship between the Company and the candidates for Directors who are members of the Audit and Supervisory Committee. 2. The Company has entered into an agreement with each of Mr. Kouji Kikuchi and Ms. Shigeko Senzaki that limits their liabilities to the Company to an amount equal to the minimum amount set forth in Article 425, paragraph 1 of the Japanese Companies Act. If their reelection is approved in this General Meeting of Shareholders, the Company will maintain those agreements effective. 3. The Company has entered into a liability insurance policy for directors and officers with an insurance company, naming as the insured all directors, executive officers, and employees of the Company who have been appointed by the Company as a director or corporate auditor of an unlisted company in Japan. Each of the candidates, if their election is approved, will be covered as an insured under the insurance policy. All insurance premiums will be paid by the Company, and this insurance policy is to be renewed in September 2022. 4. Ms. Shigeko Senzaki is, and after approval of her reelection, will continue to be, an independent director as stipulated in the relevant rules of the Tokyo Stock Exchange. 5. Figures set out in the part of “Number of shares of the Company owned” by candidates for Directors are those including shares held through the Shareholding Society of Directors, Officers and Audit & Supervisory Committee Members. – 12 – [Reference] Expertise and experience of the Directors (including Directors who are members of the Audit and Supervisory Committee) (after approval of election or reelection of the candidates for Directors and the conclusion of this General Meeting of Shareholders) tnemeganaM etaroproC ygetartS etaroproC○ ○ ○ ○ ○ ○ gnitekraM selaS /gnirutcafunaM D&R/ygolonhceT ytilibaniatsuS tnemeganaM ksiR lortnoC lanretnI ecnanrevoG robaL/lennosreP tnempoleveDRH lageL ecnailpmoC ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ gnitnuoccA& ecnaniF xaT○ ○ ○ ○ latigiDTI/ ○ ○ ○ ecneirepxE labolG○ ○ ○ ○ ○ ○ ○ Yasuji Yamao Hiroshi Matsubara Norio Yuki Akira Inokawa Yoichi Hayashi Yasuhiko Ikubo Kimiharu Okura Kouji Kikuchi Shigeko Senzaki Naomi Harada – 13 –