Osaka Titanium Technologies Co., Ltd. TSE:5726

OSAKA Titanium technologies : Notice of the 27th Annual General Meeting of Shareholders

Published June 11, 2024 at 12:40 a.m. UTC

Source: MarketScreener

This document is the translation version of 「第 27 期定時株主総会招集ご通知」("NOTICE OF

THE 27th ANNUAL GENERAL MEETING OF SHAREHOLDERS") which is originally written in Japanese. This document is intended for reference-purpose only. In the event of any discrepancy between this translation and the original Japanese document, the original shall prevail. OSAKA Titanium technologies Co., Ltd. (hereinafter "the Company") assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from this translation.

Dear Shareholders,

We would like to express our sincere gratitude to all our shareholders for your continued support.

Japanese economy has finally overcome the Covid-19, and it is on a gradual recovery path and showed generally strong business conditions. However, its domestic demand lacked strength due to soaring commodity prices and exchange rate fluctuations. The global economy remains difficult to forecast as the outlook remains fragile, with resource and energy prices continuing to rise on the back of the protracted situation in Ukraine and geopolitical risks in the Middle East, amid a continuing monetary tightening measures in the global financial environment.

"Returning to a strategy of sustainable growth with the Titanium business at the core as the market returns to a growth trajectory" has been set by the Company as its medium-term management challenge. The Company is working diligently to maximise production from its existing facilities, while at the same time tuning them up, to meet the demand for titanium sponge which is now in a transitional stage from a recovery phase to a growth phase. Sales in the Company's Titanium Business increased as a result of a steady increase in demand for titanium sponge for aircraft applications against the backdrop of a recovery in aircraft demand, together with additional demand for a substitute for Russian titanium in the middle of the global titanium supply chain restructuring.

Although raw material prices and other costs continued to rise, the Company's performance exceeded last year's due to cost reductions and improved product prices. The titanium market, which has returned to a growing stage, is expected to continue to expand and the Company is drawing up a plan to increase its titanium sponge production capacity to meet growing demand in a timely manner. The Company will promptly materialise a production enhancement plan to further increase its presence in the titanium market.

With regard to the Company's another medium-term management challenges, "Strengthening the business structure by promoting growth in the High-Performance Materials business to reinforce profitability and accelerate the growth strategy," sales volumes of high-purity titanium in the High- Performance business declined in sluggish semiconductor market, but new business, namely spherical titanium alloy powder (alloy TILOP), is growing steadily. The High-Performance Materials business, which also includes SiO anode material for lithium-ion batteries, is expected to grow significantly in markets and has a great potential for growth. The growth of the High-

Performance Materials business will facilitate the transformation of the Company's business portfolio and strengthen the Company's business structure.

In order to achieve sustainable growth and future development of the Company, in addition to the medium-term challenges in both the Titanium and the High-Performance Materials Businesses, the Company will also take on the challenge of innovating its production activities through the active use of IT technologies to promote Smart Factories and of strengthening its human capital to reinforce the foundation of the Company's business. Also, the Company will further enhance its corporate value by promoting various activities to reduce its environmental impact through carbon-neutral compliance.

Based on current performance, the year-end dividend will be JPY 50 per share, which, together with the interim dividend of JPY 20 per share, will result in an annual dividend of JPY 70 per share.

The Company will continue to make every effort to improve its performance and would like to thank you shareholders for your continued support and encouragement.

Yasuaki Sugizaki

Representative Director,

Member of the Board & President

(Securities Code 5726)

3rd June 2024

To All Shareholders with Voting Rights:

Yasuaki Sugizaki Representative Director, Member of the Board & President OSAKA Titanium technologies Co., Ltd. 1 Higashihama-cho,

Amagasaki, Hyogo, Japan

NOTICE OF

THE 27th ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 27th Annual General Meeting of Shareholders (hereinafter referred to as the "AGM") of OSAKA Titanium technologies Co., Ltd. (hereinafter referred to as the "Company") will be held as follows:

1. Date and Time:Tuesday, 25th June 2024, at 10am Japan Time (doors open at 9 am)

2. Place:	Amagasaki Chamber of Commerce, Conference Room 701, 7th floor
	3-96Showa-Dori, Amagasaki, Hyogo, Japan

3. Meeting Agenda:

Matters to be Reported The Business Report and Financial Statement for the 27th Term (Financial Year ending 31st March 2024)
Matters to be Resolved

Item 1 Appointment of four (4) Directors (excluding those who are members of the Audit & Supervisory Committee)

Item 2 Appointment of four (4) Directors who are members of the Audit & Supervisory Committee

In convening this AGM, the Company has adopted the measures for the electronic provision of the information contained in the AGM Reference Documents (hereinafter referred to as the "Electronic Provision Measures"), which are available on the internet. The Company invites you to visit one of the following websites to check the information on the websites.

[Company's website] https://www.osaka-ti.co.jp/ir/kabunushi.html

[Tokyo Stock Exchange website (TSE-listed company information service)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(in English)

Access the above website and search for "OSAKA TITANIUM TECHNOLOGIES" in the "Issue name (Company name)" section or simply enter the Company's security code "5726" in the "Code" section. Then, select in the following order: "Basic information", "Documents for public inspection/PR information" and "Notice of General Shareholders Meeting/Information Materials for a General Shareholders Meeting."

Please review the enclosed AGM Reference Documents and exercise your voting right in advance by returning the voting form or by voting online by the internet in case you are not able to come to the AGM on-site.

Notes

The following items (1) and (2) are NOT included in this Notice of AGM as they are posted on the above websites in accordance with the law and Article 17 of the Company's Articles of Incorporation.

In the Business Report, "Major Business Operations," "Major Offices and Plants," "Employees," "Major Lenders," "Status of Shares," "Matters relating to Share Subscription Rights," "Company Officers: Outside Officers," "Matters Concerning Accounting Auditor," "Policy regarding the Exercise of the Right to Determine Dividends from the Company Surplus," "Development of Internal Control Systems to Ensure the Appropriateness of Business Operations," and "Overview of the Operation of Internal Control Systems to Ensure the Appropriateness of Business Operations."
In the Financial Statement, "Statement of Changes in Shareholders' Equity" and "Notes to the Financial Statement."

The Business Report audited by the Directors who are members of the Audit & Supervisory Committee consists of the statements in this Notice of AGM and (1) above. The Financial Statement audited by the Accounting Auditors and the Directors who are members of the Audit & Supervisory Committee consists of the statements in this Notice of AGM and (2) above.
In the event of any amendments to the Electronic Provision Measures, a notice will be posted on the aforementioned websites on the internet to inform shareholders of the amended matters.

AGM Reference Documents

Matters to be Resolved

Item 1 Appointment of four (4) Directors (excluding those who are members of the Audit & Supervisory Committee)

As the terms of office of all four (4) Directors (excluding those who are members of the Audit & Supervisory Committee) will expire at the conclusion of this AGM, the appointment of four (4) Directors (excluding those who are members of the Audit & Supervisory Committee) is proposed.

The Audit & Supervisory Committee discussed this proposal based on the deliberations of the Nomination and Remuneration Committee. As a result, the Audit & Supervisory Committee expressed the opinion that there were no particular matters to be addressed.

The candidates for Directors (excluding those who are members of the Audit & Supervisory Committee) are as follows:

(excluding those who are members of the Audit & Supervisory Committee)>

Candidate		Name	Current Position &
No.		Responsibilities at the Company

	Junji				Director, Member of the Board & Senior Managing Executive Officer
1			Re-
			Oversees the Sales & Marketing and the High-Performance Materials
Kawafuku			appointed
				Departments. General Manager of Tokyo Office

	Satoru				Director, Member of the Board & Senior Managing Executive Officer
2			Re-
			Oversees the Corporate Planning & Finance, the General Affairs &
Takahashi			appointed
				Human Resources, and the Raw Materials & Purchasing Departments


					Director, Member of the Board & Managing Executive Officer
3	Tadao				Oversees the Safety, Environment & Disaster Management, the
		Re-
			Production Control, the Quality Assurance, the Technology, the
Araike			appointed
				Testing & Analysis, the Facilities, and the Titanium Manufacturing
					Departments
	Jun
4			Newly-	Corporate Adviser
Matsuoka			appointed


Notes

There are no special interests between each candidate and the Company.
The Company has entered into a liability insurance contract with an insurance company for all Directors, Members of the Board, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy shall cover any loss that may arise as a result of an insured Director being held liable for the performance of his or her duties or being subject to a claim in respect of such liability. In the event that each candidate is appointed as a director, he or she will become an insured person under the relevant insurance policy and the policy will be renewed during the term of office.

Candidate		Name	Personal History, Positions & Responsibilities,
No.	(Date of Birth)		and Important Concurrent Positions
1		Junji	April 1985	Joined Kobe Steel, Ltd.	Number of Shares
		Kawafuku	April 2010	Manager of Titanium Plant and Head of Plant	held in the Company
	(1st April 1960)	3,400
					Control Department, Titanium Division, Iron
					& Steel Business, Kobe Steel, Ltd.	Attendance at the
		Re-
			April 2013	Head of Titanium Division, Iron & Steel	Board of Directors
		appointed
					Business, Kobe Steel, Ltd.	(FY2023)

					12/12 (100%)
				April 2014	Senior General Manager, Head of Titanium

					Division, Iron & Steel Business,
					Kobe Steel, Ltd.
				April 2018	Senior General Manager, Assistant Executive
					Officer of Titanium Division, Iron & Steel
					Business, Kobe Steel, Ltd.
				April 2020	Managing Executive Officer, the Company
				June 2020	Director, Member of the Board & Managing
					Executive Officer, the Company
				April 2023	Director, Member of the Board & Senior
					Managing Executive Officer, the Company
				June 2023	Director, Member of the Board & Senior
					Managing Executive Officer,
					General Manager of Tokyo Office,
					the Company (to present)
				Responsibilities
				Oversees the Sales & Marketing and the High-Performance
				Materials Departments. General Manager of Tokyo Office

	Reasons for Appointment as a Director
	He has been re-appointed as a candidate for Director due to his excellent management decision-
	making abilities and strong leadership skills, and the Company has judged that he is the right person
	to exercise leadership and take responsibility for the management of the Company. He held key
	positions in the Titanium Division of Kobe Steel, Ltd. And, since his appointment as a Director of
	the Company, has developed a wealth of experience and extensive knowledge in corporate
	management.

Candidate		Name	Personal History, Positions & Responsibilities,
No.	(Date of Birth)		and Important Concurrent Positions
2		Satoru	April 1982	Joined Sumitomo Metal Industries, Ltd.	Number of Shares
		Takahashi		(currently NIPPON STEEL CORPORATION)	held in the Company
	(7th January 1960)	April 2011	Department Manager of Production Control	9,200

				and Purchasing Department, the Company	Attendance at the
		Re-
		appointed		June 2012	General Manager of Raw Materials	Board of Directors
					Department, the Company	(FY2023)

					12/12 (100%)
				June 2015	Executive Officer, General Manager of Raw

					Materials Department, the Company
				April 2017	Executive Officer, General Manager of
					Corporate Planning Department, the Company
				April 2018	Managing Executive Officer, the Company
				June 2018	Director, Member of the Board & Managing
					Executive Officer, the Company
				April 2019	Director, Member of the Board & Senior
					Managing Executive Officer,
					the Company (to present)
				Responsibilities
				Oversees the Corporate Planning & Finance, the General
				Affairs & Human Resources, and the Raw Materials &
				Purchasing Departments

Reasons for Appointment as a Director

He has been re-appointed as a candidate for Director because he has a wealth of experience and a wide range of insights in accounting, corporate planning, and raw materials business, and because he has played an important role of top executive in the Finance as well as in the General Affairs and Human Resources Departments, thus enhancing the Company's corporate governance and contributing to the improvement of corporate value of the Company.

Candidate		Name	Personal History, Positions & Responsibilities,
No.	(Date of Birth)		and Important Concurrent Positions
3		Tadao	April 1991	Joined the Company	Number of Shares
		Araike	June 2012	Department Manager of Titanium	held in the Company
	(1st August 1967)	3,800
					Manufacturing Department, the Company
			July 2013	General Manager of Titanium Manufacturing	Attendance at the
		Re-
		appointed			Department, the Company	Board of Directors
				April 2016	Executive Officer, General Manager of	(FY2023)

				8/8 (100%)
					Titanium Manufacturing Department,
					the Company
				April 2018	Executive Officer, the Company
				April 2019	Executive Officer, General Manager of
					Titanium Manufacturing Department,
					the Company
				April 2023	Managing Executive Officer, the Company
				June 2023	Director, Member of the Board & Managing
					Executive Officer,
					the Company (to present)
				Responsibilities
				Oversees the Safety, Environment & Disaster Management,
				the Production Control, the Quality Assurance, the
				Technology, the Testing & Analysis, the Facilities, and the
				Titanium Manufacturing Departments

Reasons for Appointment as a Director

He has been re-appointed as a candidate for Director because of his contribution to the enhancement of the company's corporate value by continuously providing leadership and driving the manufacturing and technology divisions, as well as taking a leading role in planning and reviewing business strategies since his appointment as Director of the Company. He has extensive experience and excellent management skills in relation to manufacturing technology in the Company's flagship operation-the Titanium business.

Candidate		Name	Personal History, Positions & Responsibilities,
No.	(Date of Birth)		and Important Concurrent Positions
4		Jun	April 1992	Joined Kobe Steel, Ltd.	Number of Shares
		Matsuoka	April 2018	Department Manager of Titanium Sales	held in the Company
	(18th August 1969)	0
					Department, Titanium Division, Iron & Steel
					Business, Kobe Steel, Ltd.
		Newly-
			April 2019	General Manager of Titanium Sales
		appointed
					Department, Titanium Division, Iron & Steel

					Business, Kobe Steel, Ltd.
				April 2020	General Manager of Titanium Sales
					Department, Titanium Unit in the Advanced
					Materials Business, Kobe Steel, Ltd.
				April 2021	General Manager of Aluminum Casting &
					Forging Unit in the Advanced Materials
					Business, Kobe Steel, Ltd.
				April 2023	General Manager of Titanium Unit in the
					Advanced Materials Business,
					Kobe Steel, Ltd.
				April 2024	Corporate Adviser,
					the Company (to present)

	Reasons for Appointment as a Director
	He has been nominated as a candidate for Director because he has extensive knowledge and wide-
	ranging insight in the business operations and sales divisions, and the Company has judged that he
	will contribute to the improvement of the corporate value of the Company. He held key positions in
	the Titanium Unit and the Aluminum Casting & Forging Unit, which are business units of Kobe
	Steel, Ltd.

Matters to be Resolved

Item 2 Appointment of four (4) Directors who are members of the Audit & Supervisory Committee

As the terms of office of all four (4) Directors who are members of the Audit & Supervisory Committee will expire at the conclusion of this AGM, the appointment of four (4) Directors who are members of the Audit & Supervisory Committee is proposed.

The members of the Audit & Supervisory Committee have given their consent to this proposal.

The candidates for Directors who are members of the Audit & Supervisory Committee are as follows:

who are members of the Audit & Supervisory Committee>

Candidate		Name	Current Position &
No.		Responsibilities at the Company

	Nobuhide					Director, Member of the Board
1			Re-
Shimamoto			appointed		(Full-time Audit & Supervisory Committee Member)


				Re-
				appointed
	Shigehisa					Outside Director, Member of the Board
2			Outside
Yamaguchi			Director		(Audit & Supervisory Committee Member)

				Independent
				Director



				Re-
				appointed
3	Masashi					Outside Director, Member of the Board
		Outside
Murata			Director		(Audit & Supervisory Committee Member)

				Independent
				Director



				Newly-
				appointed
	Masami
4			Outside		N/A
Oishi			Director

				Independent
				Director


Notes

There are no special interests between each candidate and the Company.
The Company has entered into a liability insurance contract with an insurance company for all Directors, Members of the Board, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The insurance policy shall cover any loss that may arise as a result of an insured Director being held liable for the performance of his or her duties or being subject to a claim in respect of such liability. In the event that each candidate is appointed as a director, he or she will become an insured person under the relevant insurance policy and the

policy will be renewed during the term of office.