OSAKA Titanium technologies : The 27th Annual General Meeting of Shareholders Documents（Matters not to be included in the delivery document that is provided on requestin accordance with the law and the Company's Articles of Incorporation）

The 27th Annual General Meeting of Shareholders Documents

~Matters not to be included in the delivery document that is provided on request in

accordance with the law and the Company's Articles of Incorporation~

1. Company Overview………………………………………………………….Page 2
2. Status of Shares……………………………………………………………... Page 2
3. Matters relating to Share Subscription Rights…………………….…………Page 3
4. Company Officers: Outside Officers………...…………………….………...Page 3
5. Matters Concerning Accounting Auditor…………………………………….Page 4
6. Policy regarding the Exercise of the Right to Determine Dividends from the Company Surplus…………………………………….……………………... Page 5
7. Development of Internal Control Systems to Ensure the Appropriateness of Business Operations………………………………………………………… Page 6
8. Overview of the Operation of Internal Control Systems to Ensure
   the Appropriateness of Business Operations……………………….......…… Page 10

1. Statement of Changes in Shareholders' Equity………………………...…… Page 13
2. Notes to the Financial Statement……………………………………….....…Page 14

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1. Company Overview

(1) Major Business Operations (As of 31st March 2024)

Titanium Business

Titanium Sponge, Titanium Ingots, Titanium Tetrachloride, Titanium Tetrachloride Aqueous Solution

High-Performance Materials Business

High-Purity Titanium, SiO, TILOP (spherical titanium powder), Titanium Powder

(2) Major Offices and Plants (As of 31st March 2024)

1. Employees (As of 31st March 2024)

Notes

1. 1. The number of employees excludes those employees temporarily transferred out of the Company and includes those employees temporarily transferred into the Company.
   2. In addition to the number of employees in 1. above, there are 63 temporary employees (average number of employees during the financial year).
2. Major Lenders (As of 31st March 2024)

Notes Syndicated loans: co-financing with Sumitomo Mitsui Banking Corporation as a managing bank.

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(4) Top 10 Shareholders

Notes Percentage of ownership is calculated based on the total number of shares issued excluding treasury shares.

3. Matters relating to Share Subscription Rights

Not applicable

4. Company Officers (As of 31st March 2024)

1. Outside Officers

1. Important Concurrent Positions held at Other Companies and Relationship between the Company and Other such Companies

1. Main Activities of Outside Officers

1. Outside Officers' Attendance and Comments at Board of Directors' Meetings and Audit & Supervisory Committees

(ii) Activities regarding Expected Roles of Outside Directors, Members of the Board

5. Matters Concerning Accounting Auditor

(1) Name of Accounting Auditor

Deloitte Touche Tohmatsu LLC

(2) Change of Accounting Auditor during the Financial Year under Review

Not applicable

(3) Limited Liability Agreement

Not applicable

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1. Amount of Audit Fee for the Accounting Auditor relating to the Financial Year under Review

1. Amount of audit fee relating to the services provided for under Article 2, paragraph 1 of the

Certified Public Accountants ActJPY 33 million

2) Total amount of money and other financial benefits payable by the Company to the Accounting

Notes

1. 1. The agreement concluded between the Company and the accounting auditor does not distinguish the amount of audit fee for audits based on the Companies Act and audits based on the Financial Instruments and Exchange Act, so the aforementioned amount of audit fee, etc. states the total amount for these audits.
   2. The Audit & Supervisory Committee has consented to the amount of audit fee, etc. for the accounting auditor after conducting the necessary investigation as to whether the details of the accounting auditor's audit plan, the execution of the accounting auditor's duties, and the grounds for calculating the estimated audit fee are appropriate.
2. Non-AuditServices

The Company pays service fee to the accounting auditor for services other than those stipulated in Article 2(1) of the Certified Public Accountants Act, namely support services for the establishment of internal controls in connection with the introduction of a new information system.

(6) Policy on Determining the Dismissal or Non-Reappointment of the Accounting Auditor

In addition to the dismissal of the accounting auditor by the Audit & Supervisory Committee provided for under each item of the Companies Act in the paragraphs 1 and 5 of Article 340, the Audit & Supervisory Committee will determine the content of a proposal for the dismissal or non-reappointment of the accounting auditor concerned that will be submitted by the Company to the AGM in cases when it is deemed difficult for the accounting auditor to execute duties appropriately, such as the occurrence of events that impair the competency of the accounting auditor, or in cases when a change of accounting auditor is deemed to be appropriate.

6. Policy regarding the Exercise of the Right to Determine Dividends from the Company Surplus

The Company is committed to strengthening its management base in order to increase its corporate value in the future. At the same time, the Company regards the return of profits to shareholders as a top management priority.

In terms of the distribution of profits, the Company aims to maintain sufficient internal reserves to invest for sustainable growth and to stabilise and strengthen its financial position. The Company's policy is to maintain a dividend pay-out ratio of 25% to 35%, while giving consideration to stability.

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The year-end dividend for the financial year under review will be JPY 50 per share, making the annual dividend JPY 70 per share, together with the interim dividend of JPY 20 per share paid earlier.

The annual dividend forecast for the following financial year is JPY 50 per share (interim dividend: JPY 25, year-end dividend: JPY 25).

7. Development of Internal Control Systems to Ensure the Appropriateness of Business Operations

The Company has adopted the following resolution on the basic policy of the internal control system.

(1) Company's Basic Approach to the Internal Control System

The Board of Directors has adopted resolutions on systems to ensure that the execution of duties by the Company's Directors, Members of the Board, complies with laws and regulations and the Articles of Incorporation, and other systems stipulated by the Ministry of Justice as necessary to ensure the appropriateness of business operations of a stock company. The details of those resolutions are as follows.

1. Systems to Ensure that the Execution of Duties by Directors, Members of the Board, Complies with Laws and Regulations and the Articles of

Incorporation

The Company's Board of Directors is composed of Directors who are familiar with the Company's business and Directors who are members of the Audit & Supervisory Committee, who have excellent insight into general management or legal expertise, in order to speed up management decisions and improve Board discussions, including the formulation of management policies and strategies at the Company. At the same time, the Company is working to maintain and strengthen the transparency and soundness of management by enhancing auditing functions of the Board of Directors

In line with this corporate structure, the Board of Directors has resolved the Corporate Code of Conduct, which is a fundamental imperative in the conduct of the Company's business activities and stipulates that compliance with this Code is the responsibility of all directors, officers and employees.

The Compliance & Risk Management Committee has been established for the purpose of ensuring compliance with laws, regulations, and social norms, as well as to take preventive measures against risks surrounding the Company's business and to make prompt and appropriate decisions and responses when such risks arise. The Company has also set up the

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internal and external Compliance Consultation & Reporting Desks to receive constructive suggestions and opinions from employees (including directors and executive officers) on matters that could seriously affect the Company's reputation for compliance.

The Company has also established a Compliance Manual, which briefly describes the basic rules that directors, executive officers, and other employees should observe in the conduct of their corporate activities.

Under this structure, the Company is committed to encouraging compliance on a daily basis.

1. System for Ensuring the Appropriateness of Business Operations

1. System for the Storage and Management of Information relating to the Execution of Duties by Directors, Members of the Board
   Information concerning the execution of duties by Directors (excluding those who are members of the Audit & Supervisory Committee) is recorded in the minutes of the Board of Directors meetings, approval documents and other documents. This information is stored and managed appropriately through the establishment of internal regulations, such as the Approval Documents Regulation, the Authority Standard Regulation, the Document Management Regulation, and the Electronic Information Management Regulations.
2. Rules and other Systems for Managing the Risk of Loss

Each division of the Company identifies and grasps the risks associated with its business activities and makes regular efforts to minimise these risks. In addition, the Compliance & Risk Management Committee confirms the status of company-wide risks that could have a significant impact on management. The Company also has a system of contingency plans in place in the unlikely event of a risk occurring.

1. System to Ensure the Efficient Execution of Duties by Directors, Members of the Board By resolution of the Board of Directors as a company with an Audit & Supervisory

Committee, the Company delegates some of the important business decisions to the Directors (excluding those who are members of the Audit & Supervisory Committee) and introduces an executive officer system to separate the management decision-making and supervisory functions from the business execution functions, so that the Board of Directors can make decisions quickly and efficiently.

The Company has also established appropriate decision-making rules through the Division Duties Regulation, the Authority Standard Regulation, and other internal regulations, and have put in place a system to ensure the proper and efficient execution of duties.

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The Board of Directors makes decisions on important management matters after deliberation by the necessary members of the Management Committee and other committees as necessary.

1. System to Ensure that the Execution of Duties by Employees Complies with Laws and Regulations and the Articles of Incorporation
   As described in (2) above, the Company has developed such a system by establishing the Corporate Code of Conduct and the Compliance & Risk Management Committee. In addition, the Company has established the Compliance Consultation & Reporting System to prevent misconduct.

Also, the Audit & Supervisory Committee and the Internal Auditing Department regularly monitor and verify the legality and appropriateness of the execution of duties.

1. System for Ensuring the Appropriateness of Business Operations of the Corporate Group consisting of the Company and its Parent Company and Subsidiaries
   The Company has no parent company. The Company assumes responsibility for its own management and manages its business independently.

The Company does not have a corporate group corresponding to a subsidiary.

1. Matters relating to Directors and Employees to Assist the Audit & Supervisory Committee in its Duties
   In accordance with the Audit & Supervisory Committee Audit Regulations, the Company shall, at the request of the Audit & Supervisory Committee and after consultation between the two parties, appoint assistants to the Audit & Supervisory Committee.

In the case of appointing assistants, the Company shall consider matters necessary to ensure the independence of such assistants, such as the authority of such assistants, the organisation to which they belong, the right of Audit & Supervisory Committee to direct and order such assistants, and the right of Audit & Supervisory Committee to consent to the appointment of such assistants, and shall ensure the effectiveness of the Audit and Supervisory Committee's instructions to such assistants.

1. Systems of Reporting to the Audit & Supervisory Committee by Directors, Members of the Board, and Employees and other Systems for Reporting to the Audit & Supervisory Committee
   The Audit & Supervisory Committee members attend the Board of Directors meetings, as well as any other meetings concerning important management matters, the Compliance & Risk Management Committee and other important meetings. It receives reports from Directors (excluding those who are members of the Audit & Supervisory Committee), Executive Officers, and other employees on the execution of their duties.

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Directors (excluding those who are members of the Audit & Supervisory Committee), Executive Officers, and other employees are required to report promptly to the Audit & Supervisory Committee when they discover any facts that may cause significant damage to the Company.

In the event of a consultation or report through the Compliance Consultation & Reporting System, the details of the consultation or report shall be promptly reported to the Audit & Supervisory Committee.

The Employment Regulations prohibits any disadvantageous treatment of those who consult, report, or inform as above.

1. Other Systems to Ensure that Audits by the Audit & Supervisory Committee are Conducted Effectively
   The Audit & Supervisory Committee and the Representative Director, Member of the Board & President, regularly exchange opinions and communicate with each other regarding the management of the Company.

The Audit & Supervisory Committee carries out regular audits in close cooperation with the Internal Auditing Department. Directors subject to audits (excluding those who are members of the Audit & Supervisory Committee), Executive Officers, and the relevant Departments provide explanations of the status of business operations and management, as well as issues that need to be addressed to the Audit & Supervisory Committee. The results of these audits are reported to the Board of Directors.

In the event that the Audit & Supervisory Committee conducts on-site investigations to ascertain the actual state of overall business operations, the relevant Directors (excluding those who are members of the Audit & Supervisory Committee), Executive Officers, and relevant Departments respond promptly and appropriately to ensure effective auditing.

In addition, when an Audit & Supervisory Committee member or the Audit & Supervisory Committee requests for expenses required for the execution of an audit, the request shall be met unless the expenses are deemed not to be necessary for the execution of duties.

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8. Overview of the Operation of Internal Control Systems to Ensure the Appropriateness of Business Operations

1. Status of Initiatives regarding the Execution of Duties by Directors,

Members of the Board

Since the introduction of the executive officer system in June 2015, the Company has been working to optimise the number of Directors, Members of the Board, including increasing the number of independent Outside Directors. At the same time, the Company has been reviewing the criteria of matters to be resolved and reported at the Board of Directors' meetings as appropriate, in order to strengthen the functions of the Board of Directors by enhancing and accelerating decision-making and strengthening its supervisory function. With the transition to a company with an Audit & Supervisory Committee in June 2022, some important business operations are delegated to Directors (excluding those who are members of the Audit & Supervisory Committee) by resolution of the Board of Directors in order to further speed up the decision-making process. In addition, the Company has further strengthened the supervisory function of Directors who are members of the Audit & Supervisory Committee.

The Company has conducted a self-evaluation of the effectiveness of the Board of Directors by means of a questionnaire for all Directors, Members of the Board, including outside officers, focusing on the operation and deliberations of the Board of Directors. The results show that appropriate measures are being taken to ensure sufficient deliberation at the Board of Directors' meetings, and that improvements have been made in the promotion of discussion by Directors , including those who are members of the Audit & Supervisory Committee, and the provision of information. The Company has confirmed that the effectiveness of the Board of Directors is generally ensured.

(2) Efforts to Ensure the Effectiveness of Audits by the Audit & Supervisory Committee

The Audit & Supervisory Committee of the Company discussed and decided audit policies and audit plans, and exchanged opinions, deliberated, and verified the legality and appropriateness of management. If necessary, the Company obtains reports from the accounting auditors and the Internal Auditing Department on matters that have come to its attention during the audit. In addition, in accordance with the audit policy and audit plan, the Audit & Supervisory Committee members attended important internal meetings, such as the Management Committee meetings, either in person or online, and also inspected approval documents and contracts to monitor management and provide advice and recommendations on the status of Directors' performance of their duties and compliance with laws and regulations.

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