Notice of the extraordinary general meeting of shareholders

Apr 2, 2026 at 5:08 AM UTC · Issued by Toho Titanium Company, Limited

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Toho Titanium Co., Ltd.

The proposed share exchange described in this document is made for the securities of a Japanese company. The business integration is subject to disclosure requirements of Japan that are different from those of the United States. Financial information included in this document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court's judgment. You should be aware that the issuer may purchase securities otherwise than under the business integration, such as in the open market or through privately negotiated purchases.

This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflict or discrepancy between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

Securities Code: 5727

April 9, 2026 Date of commencement of electronic provision measures

April 2, 2026

To Our Shareholders with Voting Rights

Yasuji Yamao President & Representative Director

Toho Titanium Co., Ltd. 1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the Extraordinary General Meeting of Shareholders of Toho Titanium Co., Ltd. (the "Company") to be held as stated below.

When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following website for your review.

[The Company website]

https://www.toho-titanium.co.jp/en/ir/stock/meeting/

In addition to the website shown above, the Company also has posted this information on the following websites.

[The TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

Please input the issue name ("TOHO TITANIUM") or securities code (5727), and click "Search," and then click "Basic information," and select "Documents for public inspection/PR information."

[The Portal of Shareholders' Meeting provided by Sumitomo Mitsui Trust Bank] https://www.soukai-portal.net

The QR code is indicated on the Voting Rights Exercise

If you are unable to attend the meeting, you can exercise your voting rights either in writing 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., Thursday, April 23, 2026 (JST). For your information, we will not be distributing gifts to shareholders attending the meeting.

Description

Date and time: Friday, April 24, 2026 at 10:00 a.m. (JST)
(The reception opens at 9:30 a.m.)
Place: Yokohama Bay Sheraton Hotel & Towers, 5F "Nichirin" 1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa
Agenda: Matters to be resolved: Proposal No. 1: Approval of the Share Exchange Agreement between the Company and JX Advanced Metals Corporation Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. For those attending the meeting in person, please present the Voting Rights Exercise Form enclosed herein to the receptionist on arrival at the meeting.
2. The following documents are not included in the documents mailed to shareholders who made a request for delivery of documents, pursuant to applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company.
  1. Articles of Incorporation of JX Advanced Metals Corporation
  2. Financial Statements and Related Documents of JX Advanced Metals Corporation for the most recent fiscal year (from April 1, 2024, to March 31, 2025)
3. If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS Proposal No. 1: Approval of the Share Exchange Agreement between the Company and JX Advanced Metals Corporation

Toho Titanium Co., Ltd. ("Toho Titanium" in the Proposal 1) and JX Advanced Metals Corporation ("JX Advanced Metals"; together with JX Advanced Metals, the "Companies") resolved at their respective Board of Directors meetings as of February 25, 2026 to integrate business between the Companies (the "Business Integration") by conducting a share exchange (the "Share Exchange") through which JX Advanced Metals will become a wholly-owning parent company and Toho Titanium will become a wholly-owned subsidiary company. Accordingly, the Companies have executed a share exchange agreement (the "Share Exchange Agreement") and a business integration agreement (the "Business Integration Agreement") on the same day.

Toho Titanium requests the approval of the Share Exchange Agreement under this Proposal.

The Share Exchange is scheduled to be conducted on June 1, 2026, as the effective date. JX Advanced Metals intends to conduct the Share Exchange without obtaining the approval for the Share Exchange Agreement by a resolution of its general meeting of shareholders through the procedures for simplified share exchange pursuant to Article 796, paragraph (2) of the Companies Act (Act No. 86 of 2005, as amended; hereinafter the same applies). Toho Titanium intends to conduct the Share Exchange upon obtaining the approval for the Share Exchange Agreement by a resolution of this Extraordinary General Meeting of Shareholders.

Before the effective date of the Share Exchange (scheduled for June 1, 2026), Toho Titanium plans to delist its shares of common stock (the "Toho Titanium Shares") from the Prime Market of the Tokyo Stock Exchange, Inc. ("TSE") as of May 28, 2026 (the final trading date being May 27, 2026).

The reasons for the Share Exchange, the summary of the contents of the Share Exchange Agreement, and other matters relating to this proposal are as follows:

Reasons for the Share Exchange
As of March 31, 2025, the JX Advanced Metals Group (meaning the corporate group comprising JX Advanced Metals and its subsidiary companies; hereinafter the same applies) comprises three segments: the Semiconductor Materials Segment, the ICT Materials Segment, and the Metals & Recycling Segment. In addition to operating global business activities with the main focus on development, manufacturing, and sales of advanced materials made from copper and rare metals, which are indispensable for the semiconductor and ICT sectors, the Group is engaged in copper and rare metal resource development, as well as the smelting and recycling business.
As stated in the "JX Nippon Mining & Metals Group Long-Term Vision 2040" released by JX Advanced Metals Group on June 27, 2019, the JX Advanced Metals Group aims to establish a high-profit structure in the face of intensifying global competition through its transition into a "technology-based firm." With a key strategy to contribute to the realization of a sustainable society as a global leader in semiconductor and ICT materials, the Group positions the Focus Businesses (Semiconductor and ICT Materials Segments) as the core of its growth strategy and aims to achieve greater profit growth than market growth through product differentiation, new product development, commercialization, and market creation in the field of advanced materials. The Base Businesses (Metals & Recycling Segment) support the Focus Businesses through a stable supply of copper and rare metals and are taking aggressive measures to solve ESG challenges, including expanding recycling to strengthen its sustainable supply system.
On the occasion of its listing in March 2025, JX Advanced Metals established a new group philosophy, with the purpose-"Creating Value for a Brighter Future"-representing a renewed definition of the JX Advanced Metals Group's raison d'être and core values, among others. The Company expects this to be a foundation for group-wide efforts to achieve the "JX Nippon Mining & Metals Group Long-Term Vision 2040," bringing about the continued growth of the JX Advanced Metals Group thereafter.
On the other hand, Toho Titanium, established in August 1953, operates under the management philosophy of "pursuing the infinite possibility of titanium and related technologies, and contributing to building a sustainable society by continuously supplying excellent products and services," engaging in its original Titanium Business centered on titanium sponge and ingots for aircraft, and electric power and chemical plants, as well as in the Catalyst and Chemicals Businesses, leveraging intermediate materials and related technologies used in titanium smelting.
In May 2023, Toho Titanium released its "Vision for 2030" setting the goal of "creating advanced materials and technologies, becoming a highly profitable company that is flexible to environmental changes, and contributing to the development of a highly recycling-oriented society" and formulated the "2023-2025 Medium-term Management Plan" based on this goal. The Company is propelling various initiatives to boost its market share and profit margins of its key products-titanium sponge, nickel powder and polypropylene catalyst for aircraft-and to expand new businesses.
As of February 25, 2026, JX Advanced Metals holds 35,859,400 Toho Titanium Shares, representing an ownership percentage of 50.37% in the number of shares calculated by deducting the 84,813 treasury shares held by Toho Titanium as of December 31, 2025, from the total number of issued shares standing at 71,270,910 as of the same date (the percentage is rounded to the second decimal place; the same shall apply to calculation of the shareholding percentage hereinafter).
Predecessors of JX Advanced Metals-Nippon Mining Co., Ltd. and Nippon Mining & Metals Co., Ltd.-had maintained a direct capital relationship with Toho Titanium as equity holders since its establishment. However, following restructuring in the oil industry, JXTG Holdings, Inc. (currently ENEOS Holdings Inc.) held 50.38% of Toho Titanium Shares as of March 31, 2018.
In line with its management policy of developing and strengthening technology-based businesses, JX Advanced Metals recognized the increasing importance of collaboration with Toho Titanium and decided to directly hold Toho Titanium Shares aiming to facilitate a management structure that would allow the Companies to more readily combine their management resources, thereby achieving faster and more effective business development. Accordingly, in June 2018, JX Advanced Metals acquired 50.38% of Toho Titanium's shares and made Toho Titanium its consolidated subsidiary company. Since then, the Companies have established a cooperative framework; however, in recent years, there has been growing momentum to strengthen measures addressing structural conflict-of-interest risks in the governance of listed companies. With the release of the Ministry of Economy, Trade and Industry's "Practical Guidelines for Group Governance Systems" in June 2019 and the further revision of the Corporate Governance Code in June 2021, various requirements have been imposed to ensure the fairness and transparency of governance at listed subsidiary companies. As a result, both JX Advanced Metals and Toho Titanium are facing growing financial and administrative burdens. At present, changes are accelerating such as rapid advancements in AI technologies, shifts in geopolitical dynamics, the rising capabilities of Chinese competitors, and the decline of Japan's working population, which are heightening uncertainty. In order for the Companies to achieve further growth in this present business environment, the Companies believe that it is essential to share and optimally allocate management resources-including information and human resources-more than ever before, deepen strategic collaboration, and accelerate decision-making, among taking other measures. In such an environment, if the Companies continue to operate independently as listed companies, certain constraints arise in pursuing optimization at the group level, such as the need for careful consideration taking into account the interests of Toho Titanium's minority shareholders. As a result, it has become difficult for the JX Advanced Metals Group to make optimal and swift decisions regarding the allocation of management resources. In order for the Companies to grow further and to maximize the corporate value of the entire
Group going forward, the Companies concluded that the best approach would be for Toho Titanium to become a wholly-owned subsidiary company of JX Advanced Metals, and for JX Advanced Metals and Toho Titanium to endeavor more than ever before to share information and human resources, combine their management resources, and create an environment where they may drive initiatives under a flexible, swift, and long-term decision-making structure. As a result, on October 9, 2025, JX Advanced Metals presented a proposal for the Share Exchange to Toho Titanium (the "Proposal").
Upon receiving the Proposal from JX Advanced Metals, its parent company and largest shareholder, Toho Titanium decided to commence concretely considering the Business Integration through the Share Exchange. In commencing such consideration, Toho Titanium recognized that the Share Exchange could give rise to structural conflicts of interest. Therefore, prior to its Board of Directors discussing and passing a resolution on the suitability of the Business Integration through the Share Exchange, Toho Titanium established a Special Committee on October 31, 2025 (the "Special Committee"; details are provided below in "(4) Matters taken into consideration so as not to prejudice the interests of Toho Titanium's shareholders." in "3. Matters related to the reasonableness of the share exchange consideration") comprising independent members who have no interests in JX Advanced Metals, its largest shareholder, in order to eliminate arbitrariness, as well as to ensure fairness, transparency, and objectiveness in the decision-making process of its Board of Directors with the aim of protecting the interests of its minority shareholders. At the same time, Toho Titanium also established a system to concretely consider, including appointing external experts.
Eliminating the parent-subsidiary listing relationship through the Share Exchange will completely resolve the structural conflict of interest that has existed between Toho Titanium's minority shareholders and JX Advanced Metals. As a result, initiatives to pursue optimization of the entire Group-which was previously difficult to achieve from a corporate governance perspective-may be carried out more agilely, enabling the Companies to benefit.
The specific initiatives to be pursued after the Share Exchange, and the synergies anticipated to materialize from them, are expected to include the following.
1. Existing Business Domains (Advanced Materials): Strengthening Existing Businesses by Leveraging Toho Titanium's Technologies
  In the field of semiconductor sputtering targets (titanium), where JX Advanced Metals has the top market share, high-purity titanium manufactured by Toho Titanium is indispensable. In addition, for other products, the melting technologies for high-melting-point metals developed by Toho Titanium may be utilized in the melting of high-purity metals handled by JX Advanced Metals and enhancement of the purity of recycled materials handled by it, and further strengthening of collaboration is expected to lead to greater efficiency and development of business value.
  Furthermore, JX Advanced Metals has collaborated with Toho Titanium, which has strengths in chlorination technologies cultivated through titanium smelting, in the mass production of chlorides for CVD and ALD processes for next-generation semiconductors. Going forward, the Companies believe that further deepening this cooperative relationship will boost their competitiveness.
2. Existing Business Domains (Metals & Recycling): Stabilization of the Supply Chain by Strengthening Titanium Resource Supply
  JX Advanced Metals aims to strengthen its supply framework for rare metal resources, including titanium, through initiatives such as participation in mining development projects in Australia, which are considered to help reduce raw material procurement risks concerning titanium in relation to which demand and supply are expected to become tight for the medium-to long- term. The Business Integration of the Companies is expected to progress vertical integration across the entire supply chain, thereby further reinforcing the business foundation. In addition, stabilizing the supply chain of Toho Titanium's Titanium Business, which has
  strengths in the aerospace field, is also expected to contribute to the greater stability of Japan's economic security.
3. New Business Domains (New Materials Development): Expanding Opportunities for New Business Creation by Combining Core Technologies
  There have been certain constraints on the handling of technical information between the Companies. The Business Integration is expected to stimulate technical exchange and technology sharing, creating an environment enabling the broader use of Toho Titanium's superior technologies-such as chlorination technologies, high-purification technologies, and powder control technologies. This is expected to enable the JX Advanced Metals Group to allocate resources to advanced materials fields across the Group, including semiconductor materials, to which Toho Titanium had previously been unable to develop sufficient resources by itself, further accelerating the development of new businesses.
4. Efficient Utilization of the Companies' Management Resources and Development of Knowledge on Strengthening Business
  The Companies are confident that they will be able to strengthen the management foundation that supports their sustainable growth by further stimulating personnel exchanges and mutually complementing and optimizing various functions, including financial foundations. For example, JX Advanced Metals' supplementing management resources, including human capital and networks in the semiconductor and electronic materials markets that Toho Titanium lacks, is expected to increase the speed of new business launches at the Companies and to create a framework enabling stable investment and growth over the medium- to long-term.
  JX Advanced Metals has been working on structural reforms to strengthen its business. For example, in the Functional Materials Business, it has implemented various measures to build a system that is resilient to demand fluctuations, including the sophistication of product structure; and it has achieved certain results. In Toho Titanium's Titanium Business and the Chemicals Business, which fluctuate greatly in supply and demand, the Companies believe that by deploying JX Advanced Metals' knowledge and know-how, they will be able to build a more stable and highly profitable business structure.
  The Companies also consider that, after the Share Exchange, Toho Titanium's minority shareholders will be able to financially benefit, as shareholders of JX Advanced Metals, from the elevation of corporate value generated through the synergies between JX Advanced Metals and Toho Titanium. Furthermore, as the measures and associated costs for maintaining the structure required of a listed company continue to increase, the Companies are confident that this will also lead to a reduction in the operational burden and costs associated with maintaining Toho Titanium's listing.
  As Toho Titanium will be delisted through the Share Exchange, it will no longer be able to enjoy advantages generally available to listed companies, such as securing diverse fundraising options through equity financing, positive effects on recruitment activities gained by elevated social credibility and name recognition, as well as increased reliability through public announcement of financial information as a listed company. However, given Toho Titanium's current financial condition and other factors, the need for fundraising through equity financing is not expected in the foreseeable future. There are also alternatives to raising funds in the stock markets, such as financial support by the parent company to its subsidiary companies to meet funding requirements. Furthermore, Toho Titanium already has a sufficiently high level of name recognition due to factors such as its long operating history; and it has established relationships of trust with numerous stakeholders, including its employees and business partners. Even after becoming an unlisted company, Toho Titanium will be able to continue to benefit from the name recognition of the JX Advanced Metals Group by further strengthening collaboration within the Group as a wholly-owned subsidiary company of JX Advanced Metals, which is listed on the TSE Prime Market. JX Advanced Metals has agreed in the Business Integration Agreement to use its
  maximum efforts to continue the employment of employees of Toho Titanium at a level not substantially below the present level, and to use its maximum efforts not to disadvantageously change their treatment substantially after the Share Exchange; accordingly, employees of Toho Titanium and its subsidiary companies will perform their duties as members of the JX Advanced Metals Group and will have opportunities to engage in a broader range of duties than ever before, which is expected to further enhance employee motivation. In light of these factors, any adverse effect such as on human resource recruitment is considered to be limited. In addition, Toho Titanium's financial reliability is expected to be maintained as Toho Titanium's financial information will be publicly announced as part of the consolidated financial statement of JX Advanced Metals after becoming a wholly-owned subsidiary company of JX Advanced Metals. Considering these circumstances, the Companies believe that the delisting will not give rise to any particular dis-synergy that would materially affect Toho Titanium's business.
  The Companies have also concluded that adopting the Share Exchange as the method for making Toho Titanium a wholly-owned subsidiary is desirable. This is because delivering shares of JX Advanced Metals' common stock (the "JX Advanced Metals Shares") to Toho Titanium's minority shareholders as consideration for the Share Exchange will provide such minority shareholders with the opportunity to enjoy the effects expected from the implementation of various initiatives anticipated following the Share Exchange, as well as the benefits gained by these effects, including the business development and earnings growth of the JX Advanced Metals Group, and in turn, elevation of JX Advanced Metals' stock price. The Companies also consider the Share Exchange to be desirable from the perspective that the JX Advanced Metals Shares have high liquidity and may be realized at any time through market trading, and Toho Titanium's minority shareholders will be provided with the option to either continue to hold, or sell and realize, their JX Advanced Metals Shares.
  After careful consideration between the Companies based on the above points, the Companies reached a shared view that Toho Titanium becoming a wholly-owned subsidiary company of JX Advanced Metals through the Share Exchange would contribute to elevating the corporate value of the Companies. Accordingly, the Companies reached an agreement after considering and discussing various terms and conditions, including the allotment ratio in the Share Exchange. As a result, the Companies resolved at their respective Board of Directors meetings February 25, 2026 to implement the Share Exchange for the purpose of making Toho Titanium a wholly-owned subsidiary company of JX Advanced Metals; and they executed the Share Exchange Agreement and the Business Integration Agreement.
  The Companies expect an expansion of titanium demand for the medium- to long- term particularly in the aerospace field. Toho Titanium is one of the few titanium manufacturers in the world capable of producing high-quality titanium sponge for aircraft engine applications. In order for Toho Titanium-which possesses globally scarce technologies and products-to continue its Titanium Business and keep fulfilling its social mission going forward, the Companies believe that equity participation by shareholders who are reliable and capable of long-term shareholding, in addition to JX Advanced Metals, will further contribute to building a more stable business foundation and elevating corporate value.
  In light of these circumstances, as for Toho Titanium's business operation after the Share Exchange, the Companies have commenced consideration with Nippon Steel Corporation on spinning off the Titanium Business, followed by equity participation by Nippon Steel Corporation, which is an existing shareholder and important business partner of Toho Titanium.
Summary of the contents of the Share Exchange Agreement
The contents of the Share Exchange Agreement that Toho Titanium entered into with JX Advanced Metals as of February 25, 2026 are as follows:
Share Exchange Agreement (Copy)
As of February 25, 2026, JX Advanced Metals Corporation ("JX Advanced Metals") and Toho Titanium Co., Ltd. ("Toho Titanium") hereby enter into this share exchange agreement (the "Share Exchange Agreement") as follows:
Article 1 (Share Exchange)
JX Advanced Metals and Toho Titanium shall implement a share exchange (the "Share Exchange") whereby JX Advanced Metals shall become the wholly-owning parent company and Toho Titanium shall become the wholly-owned subsidiary, in accordance with the provisions of the Share Exchange Agreement. Through the Share Exchange, JX Advanced Metals shall acquire all of the issued shares of Toho Titanium (excluding those held by JX Advanced Metals).
Article 2 (Trade Names and Addresses)
The trade names and addresses of JX Advanced Metals and Toho Titanium are as follows:
1. JX Advanced Metals (wholly-owning parent company resulting from the Share Exchange) Trade Name: JX Advanced Metals Corporation
  Address: 2-10-4 Toranomon, Minato-ku, Tokyo
2. Toho Titanium (wholly-owned subsidiary resulting from the Share Exchange) Trade Name: Toho Titanium Co., Ltd.
Address: 1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa
Article 3 (Shares to be Delivered and Allotted in Share Exchange)
1. In the Share Exchange, JX Advanced Metals shall deliver, to the shareholders of Toho Titanium as of the time immediately prior to the time when JX Advanced Metals acquires all of the issued shares of Toho Titanium through the Share Exchange (the "Record Time") (such shareholders meaning the shareholders after the cancellation of treasury shares by Toho Titanium in accordance with Article 7, but excluding JX Advanced Metals; and such shareholders hereinafter referred to as the "Eligible Shareholders"), such number of shares of common stock of JX Advanced Metals as is obtained by multiplying the total number of the Toho Titanium shares held by each of the Eligible Shareholders by 0.70, in exchange for the Toho Titanium shares held by the Eligible Shareholders.
2. In the Share Exchange, JX Advanced Metals shall allocate to each of the Eligible Shareholders shares of common stock at a ratio of 0.70 shares of common stock of JX Advanced Metals for each share of Toho Titanium held by such Eligible Shareholders.
3. If the number of shares of the common stock of JX Advanced Metals required to be allotted to each of the Eligible Shareholders pursuant to the preceding paragraphs includes fractional shares of less than one full share, JX Advanced Metals shall handle such fractional shares in accordance with the provisions of Article 234 of the Companies Act and any other relevant laws and regulations.
Article 4 (Matters Regarding Stated Capital and Reserves of JX Advanced Metals)
The amount of the stated capital, capital reserves and retained earnings reserves of JX Advanced Metals to be increased as a result of the Share Exchange shall be separately determined by JX Advanced Metals in accordance with the provisions of Article 39 of the Regulations for Corporate Accounting.
Article 5 (Effective Date of Share Exchange)
The effective date of the Share Exchange (the "Effective Date") shall be June 1, 2026; provided, however, that if it becomes necessary due to the procedural requirements of the Share Exchange or any other reasons, JX Advanced Metals and Toho Titanium may change the Effective Date upon mutual consultation and agreement.
Article 6 (Approval of the Share Exchange Agreement)
1. JX Advanced Metals shall implement the Share Exchange without obtaining the approval of the Share Exchange Agreement by a resolution of a general meeting of shareholders as provided in Article 795, Paragraph 1 of the Companies Act, pursuant to the provisions of Article 796, Paragraph 2 of the Companies Act; provided, however, that if such approval becomes required pursuant to Article 796, Paragraph 3 of the Companies Act, JX Advanced Metals shall seek such approval by no later than the day immediately preceding the Effective Date.
2. Toho Titanium shall, by no later than the day immediately preceding the Effective Date, seek approval of the Share Exchange Agreement by a resolution of a general meeting of shareholders as required under Article 783, Paragraph 1 of the Companies Act.
Article 7 (Cancellation of Treasury Shares)
Toho Titanium shall, by a resolution of its board of directors adopted by no later than the day immediately preceding the Effective Date, cancel, immediately prior to the Record Time, all of its treasury shares held at such time (including the treasury shares to be acquired by Toho Titanium pursuant to the dissenting shareholders' appraisal rights under Article 785, Paragraph 1 of the Companies Act exercised in connection with the Share Exchange).
Article 8 (Business Operations and Asset Management)
JX Advanced Metals and Toho Titanium shall, from the date of execution of the Share Exchange Agreement until the Effective Date, conduct their respective business operations and manage their respective assets with the care of a prudent manager.
Article 9 (Amendment and Termination of Share Exchange Agreement)
If, during the period from the date of the execution of the Share Exchange Agreement to the Effective Date, (i) any material change occurs or is discovered in the assets or financial condition of JX Advanced Metals or Toho Titanium; (ii) any situation arises or is discovered that significantly impedes the execution of the Share Exchange; or (iii) it becomes difficult to achieve the purpose of the Share Exchange Agreement, JX Advanced Metals and Toho Titanium may, upon mutual consultation and agreement, amend or terminate the Share Exchange Agreement.
Article 10 (Effect of Share Exchange Agreement)
The Share Exchange Agreement shall cease to have effect if, by the day immediately preceding the Effective Date, (i) the Share Exchange Agreement is not approved at a general meeting of shareholders of JX Advanced Metals (provided, however, that this condition shall apply only if, pursuant to Article 796, Paragraph 3 of the Companies Act, approval of the Share Exchange Agreement by a general meeting of shareholders of JX Advanced Metals is required), (ii) the Share Exchange Agreement is not approved at a general meeting of shareholders of Toho Titanium, or (iii) the Share Exchange Agreement has been terminated pursuant to the preceding article.
Article 11 (Governing Law and Jurisdiction)
1. The Share Exchange Agreement shall be governed by and construed in accordance with the laws of Japan.
2. Any and all disputes between JX Advanced Metals and Toho Titanium arising out of or in connection with the Share Exchange Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court as the court of first instance.
Article 12 (Consultation)
In the event that any matter not provided for in this Share Exchange Agreement arises, or any question arises regarding the interpretation of this Share Exchange Agreement, JX Advanced Metals and Toho Titanium shall consult with each other in good faith to resolve such matter.
IN WITNESS WHEREOF, the parties hereto have executed this Share Exchange Agreement in duplicate by affixing their names and seals hereto, and each party shall retain one original.
February 25, 2026
JX Advanced Metals:
JX Advanced Metals Corporation
2-10-4 Toranomon, Minato-ku, Tokyo
Yoichi Hayashi, President and Representative Director
Toho Titanium:
Toho Titanium Co., Ltd.
1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa Yasuji Yamao, Representative Director and President

Matters related to the reasonableness of the share exchange consideration

Matters related to the reasonableness of the total consideration for the Share Exchange

Allotments in connection with the Share Exchange

JX Advanced Metals (Wholly-owning parent company resulting from the Share Exchange)

Toho Titanium (Wholly-owned subsidiary company resulting from the

Share Exchange)

Allotment ratio in connection

with the Share Exchange

0.70

Number of shares to be delivered in the Share Exchange

24,728,687 JX Advanced Metals Shares (scheduled)

(Note 1) Share allotment ratio

JX Advanced Metals will allot and deliver 0.70 JX Advanced Metals Shares per Toho Titanium Share. However, no Toho Titanium Shares held by JX Advanced Metals at the Record Time (as defined below) will be allotted in the Share Exchange. The above allotment ratio for the Share Exchange (the "Share Exchange Ratio") may be changed upon consultation and agreement between the Companies if there are significant changes to the terms and conditions on which the calculation is based.

(Note 2) Number of JX Advanced Metals Shares to be delivered in the Share Exchange

Upon the Share Exchange, JX Advanced Metals will deliver, to the shareholders of Toho Titanium (excluding JX Advanced Metals) immediately before its acquisition via the Share Exchange of all the issued shares of Toho Titanium (excluding the Toho Titanium Shares held by JX Advanced Metals) (the "Record Time"), the number of JX Advanced Metals Shares calculated by multiplying the total number of the Toho Titanium Shares held by the shareholders by the Share Exchange Ratio.

The shares to be delivered by JX Advanced Metals are planned to be newly issued shares.

Toho Titanium plans to cancel, immediately before the Record Time, all of the treasury shares in its possession as of immediately before the Record Time (including treasury shares acquired by Toho Titanium in response to a share purchase demand by a dissenting shareholder as prescribed in Article 785, paragraph (1) of the Companies Act that may be made in relation to the Share Exchange), by a resolution at the meeting of its Board of Directors to be held by the day immediately before the effective date of the Share Exchange.

(Note 3) Handling of shares less than one unit

Shareholders of Toho Titanium who will hold shares of less than one unit (shares less than one unit (100 shares)) of JX Advanced Metals as a result of the Share Exchange may participate in either of the following programs with respect to the JX Advanced Metals Shares. Shares of less than one unit shall not be sold in a financial instruments exchange market.

Top-up purchase program for shares less than one unit (top-up purchase to reach one unit (100 shares))
Under this program, any holder of shares less than one unit of JX Advanced Metals can, in accordance with Article 194, paragraph (1) of the Companies Act, and the Articles of Incorporation and the Regulations for Handling of Shares of JX Advanced Metals, demand that JX Advanced Metals sell the number of shares of JX Advanced Metals that will constitute one unit when combined with the shares less than one unit held by that shareholder, and then purchase those shares from JX Advanced Metals.

Buyback program for shares less than one unit (sale of shares less than one unit (100 shares))

Under this program, any holder of shares of less than one unit of JX Advanced Metals can demand that JX Advanced Metals purchase the shares of less than one unit held by that shareholder, in accordance with Article 192, paragraph (1) of the Companies Act.

(Note 4) Treatment of fractions of less than a single share

If JX Advanced Metals delivers fractional shares less than a single JX Advanced Metals Share to shareholders of Toho Titanium as a result of the Share Exchange, in accordance with Article 234 of the Companies Act and other relevant laws and regulations, JX Advanced Metals will sell the number of JX Advanced Metals Shares equivalent to the total sum of the fractional shares (if the total sum includes a fraction less than one, it is to be rounded off) and deliver the sales proceeds to the relevant shareholders in proportion to the fractional shares attributed to them.

Basis for Allotments in Connection with the Share Exchange
1. Basis and reason for allotments
  In order to ensure fairness and appropriateness in the calculation of the Share Exchange Ratio stated in "(a) Allotments in connection with the Share Exchange" to be used for the Share Exchange, JX Advanced Metals and Toho Titanium decided to individually request third-party valuation agents independent of the Companies to calculate the share exchange ratio and receive legal advice from legal advisors independent of the Companies. JX Advanced Metals appointed Daiwa Securities Co., Ltd. ("Daiwa Securities"), Toho Titanium appointed Mizuho Securities Co., Ltd. ("Mizuho Securities"), and the Special Committee appointed Plutus Consulting Co., Ltd. ("Plutus Consulting") as its own third-party valuation agent. In addition, JX Advanced Metals appointed Nishimura & Asahi ("N&A") as its legal advisor independent of the Companies, and Toho Titanium appointed Nagashima Ohno & Tsunematsu as its legal advisor independent of the Companies.
  As stated in "(4) Matters considered to protect the interests of Toho Titanium's shareholders." below, JX Advanced Metals carefully discussed and examined the Share Exchange using the share exchange ratio valuation report received from its third-party valuation agent, Daiwa Securities, advice from its legal advisor, N&A, the results of the due diligence conducted by JX Advanced Metals on Toho Titanium, and other factors. As a result of such careful discussion and examination, JX Advanced Metals has concluded that the Share Exchange Ratio is appropriate and serves the interests of its shareholders; therefore, it has determined that proceeding with the Share Exchange using the Share Exchange Ratio is appropriate.
  At the same time, as stated in "(4) Matters considered to protect the interests of Toho Titanium's shareholders" below, Toho Titanium carefully discussed and examined the Share Exchange using the share exchange ratio valuation report received from its third-party valuation agent, Mizuho Securities, advice from its legal advisor, Nagashima Ohno & Tsunematsu, the results of the due diligence conducted by Toho Titanium on JX Advanced Metals, the instructions, advice, and the report received on February 24, 2026 from the Special Committee ("Advisory Report"; for details, please refer to "(c) Obtaining an advisory report from the special committee, which has no interest in Toho Titanium" of "(4) Matters considered to protect the interests of Toho Titanium's shareholders." below), the share exchange ratio valuation report received from Plutus Consulting, the third-party valuation agent of the Special Committee, and the fairness opinion ("Fairness Opinion") that the Share Exchange Ratio is fair to the shareholders of Toho Titanium from a financial perspective, and other factors. As a result, Toho Titanium has concluded that the Share Exchange Ratio is appropriate and serves the interests of its minority shareholders. As announced in the "Notice Regarding Differences between Consolidated Financial Forecasts for the First Six Months (Interim Period) of the Fiscal Year Ending March 31, 2026 and Actual Results, Revision of Consolidated Financial Forecasts for the FY 2025" dated November 7, 2025, Toho Titanium has revised its full-year consolidated earnings forecast downward for the fiscal year ending March 31, 2026 (the "Earnings Forecast Revision"). However, the Special Committee has determined that: (i) the Earnings Forecast Revision was attributable to the prolonged inventory adjustments along the supply chain for titanium sponge for aircraft applications in the Titanium Business, as well as the slower-than-expected recovery in demand for ultra-fine nickel powder for multilayer ceramic capacitors (MLCCs) in the Chemicals Business; and (ii) these factors arose from market trends unrelated to the consideration of the Share Exchange, and no involvement or exercise of influence by JX Advanced Metals has been recognized in the process of considering the Earnings Forecast Revision or in the timing of its disclosure. In light of the above and other factors, the Special Committee has concluded that the Earnings Forecast Revision was appropriately announced in accordance with TSE's timely disclosure rules, independently of the consideration of the Share Exchange, and that it cannot be recognized as having been made in connection with, or with the intention of, the Share Exchange. As a result of such careful discussion and examination, Toho Titanium has determined that proceeding with the Share Exchange using the Share Exchange Ratio is appropriate.
  As stated above, JX Advanced Metals and Toho Titanium carefully examined the Share Exchange Ratio based on the results of due diligence conducted by JX Advanced Metals and Toho Titanium on each other while referring to the calculation results of the share exchange ratio obtained from their third-party valuation agents; and they were engaged in extensive negotiations and discussions upon comprehensive consideration of factors such as the financial condition, status of assets, and future outlooks of the Companies, and synergies expected to be realized through implementation of the Share Exchange. As a result of these repeated negotiations and discussions, JX Advanced Metals and Toho Titanium have concluded that the Share Exchange Ratio is appropriate and serves the interests of their respective shareholders. Based on this conclusion, the Companies have determined that proceeding with the Share Exchange using the Share Exchange Ratio is appropriate. The Share Exchange Ratio may be changed upon consultation between the Companies if there are significant changes to the terms and conditions on which the calculation is based, in accordance with the Share Exchange Agreement.
2. Matters relating to calculation
  1. Names of the valuation agents and relationships with the Companies

Daiwa Securities (which is the third-party valuation agent of JX Advanced Metals) is an independent calculation agent; and it is neither a related party of JX Advanced Metals or Toho Titanium, nor does it have a material interest that must be stated in relation to the Share Exchange. Although Daiwa Securities' remuneration includes a contingent fee payable upon completion of the Share Exchange, etc., considering the general practice of similar transactions and the pros and cons of the remuneration system that will incur a corresponding financial burden on JX Advanced Metals if the Share Exchange fails, JX

Advanced Metals has determined that the inclusion of a contingent fee payable upon completion of the Share Exchange does not itself deny independence.

Mizuho Securities (which is the third-party valuation agent of Toho Titanium) is a calculation agent independent of JX Advanced Metals, Toho Titanium, and the Share Exchange; and it is not a related party of JX Advanced Metals or Toho Titanium. Mizuho Securities is a member of Mizuho Financial Group, Inc. as is Mizuho Bank, Ltd. ("Mizuho Bank"), which provides JX Advanced Metals and Toho Titanium with loans and other financial services in the ordinary course of its banking business. However, Mizuho Bank does not have any material interest that must be stated in relation to the Share Exchange. In addition, Mizuho Securities has established and implemented an appropriate conflict-of-interest management framework, including information barrier measures between Mizuho Securities and Mizuho Bank, in accordance with Article 36 of the Financial Instruments and Exchange Act and Article 70-4 of the Cabinet Office Order on Financial Instruments Business (Cabinet Office Order No. 52 of 2007, as amended); accordingly, Mizuho Securities has calculated the Share Exchange Ratio from a position independent of Mizuho Bank's status as a lender. Toho Titanium determined that Mizuho Securities had established and was implementing an appropriate conflict-of-interest management framework; accordingly, Toho Titanium appointed Mizuho Securities as a third-party valuation agent for calculation of the Share Exchange Ratio. The remuneration payable to Mizuho Securities comprises fixed fees that are payable regardless of whether the Share Exchange is completed, and it does not include any contingent fee payable such as upon completion of the Share Exchange.

Plutus Consulting, the Special Committee's third-party valuation agent, is a valuation agent independent of JX Advanced Metals, Toho Titanium, and the Share Exchange; and it is neither a related party of JX Advanced Metals or Toho Titanium, nor does it have a material interest that must be stated in relation to the Share Exchange. The Special Committee appointed Plutus Consulting as its own third-party valuation agent on December 4, 2025, after confirming that there were no issues with its independence or qualifications. The remuneration payable to Plutus Consulting in connection with the Share Exchange comprises fixed fees that are payable regardless of whether the Share Exchange is completed, and it does not include any contingent fee payable such as upon completion of the Share Exchange.

Outline of calculation

Calculation by Daiwa Securities

With respect to JX Advanced Metals, Daiwa Securities used the market price analysis because JX Advanced Metals is listed on a financial instruments exchange and its shares are quoted. Under the market price analysis, Daiwa Securities adopted, with February 24, 2026 as the calculation base date, the simple average of the closing prices for the past one month, the past three months, and the past six months retroactive from the calculation base date, as quoted on the TSE Prime Market.

With respect to Toho Titanium, Daiwa Securities used (a) the market price analysis because Toho Titanium is listed on the TSE Prime Market and its shares are quoted, and (b) the discounted cash flow ("DCF") analysis to reflect the status of future business activities in the valuation. In addition, since the characteristics of the products and services provided by Toho Titanium's Titanium Business, Catalyst Business, Chemicals Business, and New Materials Business are different from each other, in order to appropriately reflect the characteristics of each business in the calculation, Daiwa Securities conducted a Sum-of-the-Parts analysis, which classifies and calculates each business of Toho Titanium. Under the market price analysis, Daiwa Securities adopted, with February 24, 2026 as the calculation base date, the simple average of the closing prices for the past one month, the past three months, and the past six months retroactive from the calculation base date, as quoted on the TSE Prime Market.

Under the DCF analysis, Daiwa Securities calculated the share value by discounting the future cash flows based on the financial forecasts for the fiscal years ending March 31, 2026 through March 31, 2031, which were received from Toho Titanium, reviewed by JX Advanced Metals, and provided to Daiwa Securities, to their present value at a certain discount rate.

The valuation ranges of Toho Titanium assuming that the value per share of JX Advanced Metals is one, are as follows:

Methods adopted		Calculation results of share exchange ratio
JX Advanced Metals	Toho Titanium
Market price analysis	Market price analysis	0.51~0.77
	DCF analysis	0.35~1.14

In calculating the above share exchange ratio, Daiwa Securities used the information provided by Toho Titanium and JX Advanced Metals and publicly available information, etc. as they are, in principle, assuming that all such materials and information were accurate and complete; and it did not independently verify their accuracy or completeness. In addition, Daiwa Securities has neither independently valued, appraised, or assessed, nor has it requested a third-party institution to appraise or assess, any relevant assets or liabilities (including derivative financial instruments, off-balance sheet assets and liabilities, and other contingent liabilities) of Toho Titanium, including that pertaining to analyses or assessments of any individual assets or liabilities. The calculation of the share exchange ratio by Daiwa Securities reflects information and economic conditions as of February 24, 2026. Moreover, Daiwa Securities assumed that the financial forecasts for Toho Titanium have been reasonably examined and prepared based on the best forecasts and judgments obtained from the managements of the Companies at the time.

In addition, the financial forecasts of Toho Titanium used by Daiwa as the basis for the DCF analysis assume significant increases in profits and fluctuations in free cash flow. Specifically, for the fiscal year ending March 31, 2026, due to a decrease in sales of sponge titanium for aircraft applications in the Titanium Business, as well as capacity expansion investments planned in the Titanium Business and the Chemical Business, a significant year-on-year decrease in operating profit and a significant year-on-year decrease in free cash flow are assumed. For the fiscal year ending March 31, 2027, due to an increase in sales volume of nickel powder resulting from a recovery in demand in the Chemicals Business, improved utilization rates of production lines, and a decrease in capital expenditures compared to the previous fiscal year, a significant year-on-year increase in operating profit and a significant year-on-year increase in free cash flow are assumed. For the fiscal year ending March 31, 2028, a significant year-on-year increase in free cash flow is assumed due to factors such as the optimization of inventory levels. For the fiscal year ending March 31, 2029, due to the effects of capacity expansion investments in the Chemicals and Catalyst Businesses, the expansion of sales of porous titanium materials in the Advanced Materials Business, and a decrease in capital expenditures compared to the previous fiscal year, a significant year-on-year increase in operating profit and a significant year-on-year increase in free cash flow are assumed. For the fiscal year ending March 31, 2031, a significant year-on-year increase in free cash flow is assumed due to a decrease in capital expenditures, etc.

Calculation by Mizuho Securities

With respect to JX Advanced Metals, Mizuho Securities used the market price analysis for the calculation because JX Advanced Metals is listed on the TSE Prime Market and its shares are quoted. Under the market price analysis, Mizuho Securities adopted, with February 24, 2026 as the calculation base date, the simple average of the closing prices for the past one month, the past three months, and the past six months retroactive from the calculation base date, as quoted on the TSE Prime Market.

With respect to Toho Titanium, Mizuho Securities used (a) the market price analysis because Toho Titanium is listed on the TSE Prime Market and its shares are quoted, and (b) the DCF analysis to reflect the status of Toho Titanium's future business activities in the valuation. Under the market price analysis, Mizuho Securities adopted, with February 24, 2026 as the calculation base date, the simple average of the closing prices for the past one month, the past three months, and the past six months retroactive from the calculation base date, as quoted on the TSE Prime Market. Under the DCF analysis, Mizuho Securities calculated Toho Titanium's corporate value and share value by discounting free cash flow

expected to be generated by Toho Titanium from the fiscal year ending March 31, 2026 onward to their present value at a certain discount rate based on various elements, such as the financial forecasts in a business plan prepared by Toho Titanium for the fiscal years ending March 31, 2026 through March 31, 2031 (the "Business Plan"), Toho Titanium's financial information for the third quarter of the fiscal year ending March 31, 2026, and publicly available information. The discount rate was set at the weighted average capital cost, and a percentage of 7.2% to 11.2% was adopted. The perpetual growth method was adopted in the calculation of continuing value, and the perpetual growth rate was set at 1.0% to 3.0% after comprehensively considering elements such as external environmental factors, with the continuing value calculated to be 78,684 million yen to 191,304 million yen.

The calculation results of the share exchange ratio assuming that the value per share of JX Advanced Metals is one, are as follows:

Methods adopted		Calculation results of share exchange ratio
JX Advanced Metals	Toho Titanium
Market price analysis	Market price analysis	0.51~0.77
	DCF analysis	0.16~1.08

The Business Plan assumes a business environment where demand for titanium sponge for aircraft applications, which is presently experiencing a downturn, will recover by the fiscal year ending March 31, 2028. With respect to the period of the Business Plan, a five-year planning period has been adopted in consideration of factors such as the expectation that the operating rate of the plant or major product manufacturing lines will reach approximately 100% in the final fiscal year of the planning period.

The Business Plan was approved by the Special Committee after ensuring its appropriateness by conducting a question-and-answer session with Toho Titanium regarding matters such as details of the Business Plan, its key assumptions, as well as the background and process of its preparation.

The financial forecasts based on the Business Plan that Mizuho Securities assumed when performing calculations using the DCF analysis are as follows. Such financial forecasts include fiscal years in which substantial year-on-year fluctuations in profit and free cash flow are expected, as specified below:

For the fiscal year ending March 31, 2026, the Titanium Business anticipates a year-on-year decrease in operating profit by 1,974 million yen, and a year-on-year decrease in free cash flow by 9,646 million yen, primarily due to a year-on-year decrease in sales of titanium sponge for aerospace applications resulting from the continued impact of inventory adjustments across the supply chain arising from various issues at Boeing, a major U.S. aircraft manufacturer, and capacity expansion investments planned in the Titanium Business and the Chemicals Business.
For the fiscal year ending March 31, 2027, as demand in the Chemicals Business itself is recovering, sales volumes of nickel powder are expected to increase, leading to the increased operating rate of production lines. In addition, capital expenditures are expected to decrease year on year. Primarily due to these reasons, operating profit is expected to increase by 1,357 million yen compared with the previous fiscal year, and free cash flow is expected to increase by 2,526 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2028, primarily due to the optimization of inventory levels, free cash flow is expected to increase by 5,685 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2029, primarily due to the effects of investments to expand production capacity in the catalyst business and the chemicals business, the expansion of sales of porous titanium materials in the Advanced Materials Business, and a year-on-year decrease in capital expenditures, operating profit is expected to increase by 4,070 million yen compared with the previous fiscal year; and free cash flow is expected to increase by 3,394 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2030, primarily due to an increase in working capital associated with higher revenues, free cash flow is expected to decrease by 2,388 million yen compared with the previous fiscal year.

For the fiscal year ending March 31, 2031, primarily due to a decrease in capital expenditures, free cash flow is expected to increase by 5,635 million yen compared with the previous fiscal year.

In addition, the synergies expected to be realized through implementation of the Share Exchange have neither been considered in the financial forecasts of the Business Plan nor included in the calculation by Mizuho Securities as the basis for calculation (Note 1). This is because it is difficult to specifically estimate the impact on earnings at this time, except for the reduction in listing maintenance costs due to the delisting of Toho Titanium.

In the "Vision for 2030" and "2023-2025 Medium-term Management Plan" announced by Toho Titanium on May 8, 2023, consolidated sales of 170 billion yen were set as the consolidated sales target for the fiscal year ending March 31, 2031. However, that figure is only assumed based on the business environment at the time of announcement (without considering the decline in aircraft production due to the Boeing quality issues and strikes, and the long-term downturn in the Chinese economy that has occurred after the announcement), and it is different from the figure in the financial forecasts based on the Business Plan.

(Unit: Millions of yen)

	Fiscal year ending March 31, 2026 (three months)	Fiscal year ending March 31, 2027	Fiscal year ending March 31, 2028	Fiscal year ending March 31, 2029	Fiscal year ending March 31, 2030	Fiscal year ending March 31, 2031
Sales	19,994	86,907	95,103	102,299	112,620	124,927
Operating profit	979	5,264	6,839	10,909	13,658	15,735
EBITDA	2,686	14,011	16,683	20,787	24,494	26,696
Free cash flow	-3,065	-1,303	4,382	7,776	5,388	11,022

(Note 1) In calculating the share exchange ratio, Mizuho Securities analyzed and examined the following materials and information. The following materials include those relating to the subsidiary companies and affiliated companies (as defined in Article 8 of the Regulation on Terminology, Forms, and Preparation Methods of Financial Statements (Ministry of Finance Order No. 59 of 1963); collectively referred to as "Associated Companies") of the Companies:

Financial information disclosed by securities reports, quarterly reports, and other documents of the Companies;
Materials related to business and financial conditions prepared and produced by the Companies and disclosed to Mizuho Securities;
Medium-term Management Plan and other materials relating to financial outlook prepared and produced by Toho Titanium and disclosed to Mizuho Securities (including the Business Plan of Toho Titanium);
Results of interviews with the Companies regarding their business and financial conditions, and responses to Q&A lists received from relevant departments regarding them;
Investigation report on legal, financial, and tax matters related to JX Advanced Metals commissioned by Toho Titanium to an external expert and prepared by the external expert;
Share prices and trading status of common shares of the Companies; and
Various other materials received by Mizuho Securities from the Companies or obtained through general investigations by Mizuho Securities that Mizuho Securities deems necessary and appropriate.
Also, in calculating the share exchange ratio, Mizuho Securities assumed the following matters:
1. Mizuho Securities relied on and assumed that all disclosed information and financial and other information provided by the Companies to Mizuho Securities or discussed by Mizuho Securities and external experts with the Companies that served as a substantial basis for the analysis of the share exchange ratio (the "Information") is accurate and complete. Mizuho Securities did not independently verify the accuracy and completeness of the Information, and assumes no responsibility or obligation to independently verify the Information. Therefore, if there are any matters that would render such information material incorrect or if there are facts or circumstances that were not disclosed as of the valuation reference date or facts or circumstances that occur after the valuation reference date (including facts that potentially existed as of the valuation reference date and subsequently became apparent), the evaluation results may differ. Furthermore, Mizuho Securities assumes that Toho Titanium's management is not aware of any facts that would render the financial and other information provided by the Companies to Mizuho Securities or discussed by Mizuho Securities with Toho Titanium incomplete or misleading.
2. Mizuho Securities assumes that financial forecasts and other forward-looking information provided to Mizuho Securities (including forecasts of future revenues and expenses, expected cost reductions, and the Business Plan of Toho Titanium) were reasonably prepared and created by Toho Titanium's management based on the best forecasts and judgments currently available regarding the future business performance and financial condition of the Toho Titanium and their Associated Companies, and further, without independently verifying the feasibility of such financial forecasts and business plans, Mizuho Securities relied on those financial forecasts and the Business Plan and expresses no opinion regarding the analyses of forecasts stated in the share exchange ratio calculation report submitted by Mizuho Securities to Toho Titanium or the assumptions underlying them. Regarding the synergy effects for the Companies resulting from the Share Exchange other than the reduction in listing maintenance costs due to delisting of Toho Titanium, Mizuho Securities is not aware of any matters that can be quantitatively evaluated as potentially having a material impact on the calculation of the share exchange ratio as of the calculation base date, and the calculation of the share exchange ratio does not incorporate any synergy effects other than the reduction in listing maintenance costs due to delisting of Toho Titanium.
3. Among the Information that Mizuho Securities requested to calculate the share exchange ratio, for information that was not provided or disclosed by the Companies, information that was provided or disclosed but whose impact on the Companies' corporate value is uncertain at this time, or information that Mizuho Securities could not use as the basis for its evaluation through other methods, Mizuho Securities used assumptions that it deems reasonable and appropriate with Toho Titanium's consent. If such assumptions by Mizuho Securities differ from the facts in material respects, the evaluation results may differ.
4. Mizuho Securities assumes that the Share Exchange will not be taxable to the Companies under Japanese corporate tax law and that other tax matters relating to the Share Exchange will not affect the share exchange ratio. Also, without conducting independent verification, Mizuho Securities assumes that the Share Exchange will be completed in a timely manner and that all material governmental, regulatory, and other consents and approvals (whether pursuant to laws and regulations or contracts) necessary for implementation of the Share Exchange can be obtained without any adverse impact on the Companies or on the benefits expected from the Share Exchange, and that the details of such consents and approvals will not affect the share exchange ratio. Further, Mizuho Securities assumes that where orders, measures, or any other dispositions have been issued or imposed on the Companies by regulatory authorities or otherwise, except for those disclosed by the Companies, there is currently no impact on the Companies' future performance or no such impact will occur in the future. Mizuho Securities is not a legal, regulatory, or tax expert, and has relied on the
  assessments conducted by the Toho Titanium's external experts with respect to such matters.
5. Mizuho Securities has not conducted an independent evaluation or assessment of the assets and liabilities (including derivative transactions, off-balance sheet assets and liabilities, and other contingent liabilities) or provisions of the Companies or their Associated Companies, has not analyzed the appropriateness of their accounting or tax valuations or the appropriateness of their accounting or tax treatment, and has not independently received or requested from third parties any evaluation, assessment, or analysis. Mizuho Securities does not assume any obligation to inspect the assets or facilities of the Companies or their Associated Companies and has not conducted any evaluation of the shareholders equity or solvency of the Companies or their Associated Companies under laws relating to insolvency, bankruptcy, etc.
6. Mizuho Securities assumes that neither the Companies nor any of their Associated Companies have previously concluded any contracts, agreements, or other written documents that would have a material impact on the share exchange ratio or made any such decisions, and will not conclude such agreements or make such decisions in the future, and that the implementation of the Share Exchange will not at any future point result in a breach of any material agreements to which the Companies or their Associated Companies are bound as parties and will not give rise to any right to terminate such material agreements or any right to declare a default or exercise remedial measures under such agreements.
7. Mizuho Securities assumes that, other than the matters disclosed in the Information, there are no lawsuits or disputes involving the Companies or their Associated Companies, no other related contingent liabilities, and no off-book liabilities relating to environmental, tax, intellectual property, or other such matters, and that the Companies' current insurance coverage amounts relating to its business are adequate for its business operations.

Calculation by Plutus Consulting

Plutus Consulting calculated the share value of the Companies using the market price analysis, since the shares of the Companies are listed on the TSE Prime Market and their shares are quoted. Also, with respect to Toho Titanium, since there are comparable listed companies and it is possible to infer its share value through a comparison with such comparable listed companies, the comparable company analysis was adopted. In addition, the DCF method was also used in order to reflect the status of future business activities in the share value calculation.

The valuation range of Toho Titanium using each of the above valuation methods, assuming that the value per share of JX Advanced Metals is one, is as follows.

Methods adopted		Calculation results of share exchange ratio
JX Advanced Metals	Toho Titanium	Calculation results of share exchange ratio
Market price analysis	Market price analysis	0.51~0.77
	Comparable company analysis	0.49~1.02
	DCF analysis	0.23~1.55

Under the market price analysis, Plutus Consulting adopted, with February 24, 2026 as the calculation base date, the simple average of the closing prices for the past one month, the past three months, and the past six months retroactive from the calculation base date, as quoted on the TSE Prime Market.

Under the comparable company analysis, after selecting OSAKA Titanium technologies Co., Ltd. as a comparable listed company that conducts business relatively similar to that of Toho Titanium, the share value was calculated using an EBITDA multiple applied to business value; and the range of the value per share was calculated to be 1,815 yen to 2,071 yen.

Under the DCF analysis, corporate value was evaluated by discounting future cash flow, which is based on the Business Plan prepared by Toho Titanium, to the present value using a certain discount rate. The

terminal value was calculated at 94,622 million yen to 256,567 million yen based on the perpetual growth rate method and the multiple method. Specifically, the discount rate applied in the calculation was 6.9% to 9.6%. In the perpetual growth rate method, the growth rate was calculated as 0% based on the theoretical long-term economic environment and other factors. In the multiple method, with respect to the EBITDA multiple, the multiple for EBITDA applied to business value was set at 8.8 times to 13.6 times, taking into account the levels observed among companies in the industry.

The financial forecasts for Toho Titanium based on the Business Plan used by Plutus Consulting in the DCF analysis include fiscal years in which substantial year-on-year fluctuations in profits or losses and free cash flow are expected. Details are as follows:

For the fiscal year ending March 31, 2026, the Titanium Business anticipates a year-on-year decrease in operating profit by 1,973 million yen, and a year-on-year decrease in free cash flow by 9,088 million yen, primarily due to a year-on-year decrease in sales of titanium sponge for aerospace applications resulting from the continued impact of inventory adjustments across the supply chain arising from various issues at Boeing, a major U.S. aircraft manufacturer, and capacity expansion investments planned in the Titanium Business and the Chemicals Business.
For the fiscal year ending March 31, 2027, as demand in the Chemicals Business itself is recovering, sales volumes of nickel powder are expected to increase, leading to the increased operating rate of production lines. In addition, capital expenditures are expected to decrease year on year. Primarily due to these reasons, operating profit is expected to increase by 1,356 million yen compared with the previous fiscal year, and free cash flow is expected to increase by 2,883 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2028, primarily due to the optimization of inventory levels, free cash flow is expected to increase by 4,572 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2029, primarily due to the effects of investments to expand production capacity in the catalyst business and the chemicals business, the expansion of sales of porous titanium materials in the Advanced Materials Business, and a year-on-year decrease in capital expenditures, operating profit is expected to increase by 4,070 million yen compared with the previous fiscal year; and free cash flow is expected to increase by 3,099 million yen compared with the previous fiscal year.
For the fiscal year ending March 31, 2031, primarily due to a decrease in capital expenditures, free cash flow is expected to increase by 5,578 million yen compared with the previous fiscal year.

In addition, since it is difficult to specifically estimate the synergy effects expected to be realized as a result of the Share Exchange at this time, such effects have not been reflected in the above valuation.

The figures of the financial forecasts based on the Business Plan that Plutus Consulting used as a premise for calculation under the DCF analysis are as follows.

(Unit: Millions of yen)

	Fiscal year ending March 31, 2026 (3 months)	Fiscal year ending March 31, 2027	Fiscal year ending March 31, 2028	Fiscal year ending March 31, 2029	Fiscal year ending March 31, 2030	Fiscal year ending March 31, 2031
Sales	19,994	86,907	95,103	102,299	112,620	124,927
Operating profit	979	5,264	6,839	10,909	13,658	15,735
EBITDA	2,707	13,997	16,660	20,751	24,458	26,660
Free cash flow	-2,812	-927	3,645	6,744	5,390	10,968

Plutus Consulting has confirmed the details of the Business Plan, which was used as the basis of the calculation, through question-and-answer sessions with Toho Titanium. In addition, as stated in "(c) Obtaining an advisory report from the special committee, which has no interest in Toho Titanium" in "(4) Matters considered to protect the interests of Toho Titanium's shareholders" below, the Special Committee has verified the reasonableness of the details, material assumptions, the process of preparation, etc., and confirmed that the Business Plan is not unreasonable.

In addition, the Special Committee obtained the Fairness Opinion from Plutus Consulting on February 24, 2026. The Fairness Opinion expresses the opinion that the share exchange ratio agreed by and between the Companies is fair to general shareholders of Toho Titanium from a financial perspective, in light of the results, etc. of the calculation of the share exchange ratio based on the Business Plan and the market share prices of both of the Companies. In addition to the results of the calculation of the share exchange ratio, which was conducted after Plutus Consulting received disclosure from Toho Titanium regarding the current status of Toho Titanium's business, future business plans, etc., and explanations regarding these matters, the Fairness Opinion was issued through question-and-answer sessions with each of the Companies regarding the outline, background and purpose of the Share Exchange, a review of the business environment and economic, market and financial conditions of both of the Companies, to the extent deemed necessary by Plutus Consulting, and a review process by a review board of Plutus Consulting independent of the engagement team at Plutus Consulting.

(Note) In preparing and submitting the Fairness Opinion and calculating the share exchange ratios above, which is the basis of the Fairness Opinion, Plutus Consulting relied on the basic materials provided to it by Toho Titanium, publicly available information, and the information received at question-and-answer sessions with both of the Companies, on the assumption that such materials and information are accurate and complete, and that there is no information not disclosed to Plutus Consulting that would have a significant impact on the calculation of the share exchange ratio. Plutus Consulting has not conducted any investigation or study other than the procedures described above, and is not obligated to do so. In addition, Plutus Consulting has not made any independent evaluation or appraisal in connection with any assets or liabilities (including off-balance-sheet assets and liabilities, and other contingent liabilities) of the Companies and their Associated Companies, including analysis and evaluation of individual assets and liabilities, and has not received any valuation or appraisal report from either of the Companies or their Associated Companies. Plutus Consulting also has not evaluated the creditworthiness of any of the Companies or their Associated Companies under applicable laws and regulations relating to bankruptcy, insolvency or similar matters.

Plutus Consulting assumes that Toho Titanium's business plan and other materials used by Plutus Consulting as the basis for the Fairness Opinion have been reasonably prepared by Toho Titanium's management based on their best forecasts and judgment at the time of preparation of such materials, and Plutus Consulting makes no warranties as to their feasibility and expresses no view as to the analyses, forecasts or assumptions on which these business plan and other materials were based.

Plutus Consulting assumes that the Share Exchange Agreement has been lawfully and validly prepared and executed, that it will be approved at the general meeting of shareholders of Toho Titanium, that the Share Exchange will be lawfully and validly implemented in accordance with the conditions stated in the Share Exchange Agreement, and that the Share Exchange will be completed in accordance with the conditions of the Share Exchange Agreement without any waiver, modification, or alteration of the important conditions or agreed matters stated in the Share Exchange Agreement. Plutus Consulting also assumes that the Share Exchange will be lawfully and validly implemented and that all governmental, regulatory or other consents or approvals necessary to implement the Share Exchange will be obtained without prejudice to any benefits expected from the Share Exchange, and Plutus Consulting is under no obligation to independently investigate such

matters.

Plutus Consulting has not been asked by Toho Titanium to review Toho Titanium's decision to implement the Share Exchange or to compare and evaluate the Share Exchange relative to other strategic alternatives, and has not done so. Plutus Consulting is not an accounting, tax or legal expert and has not independently analyzed or reviewed the legality and validity of any matter relating to the Share Exchange or the appropriateness of any accounting or tax treatment thereof, and is not obligated to do so.

The Fairness Opinion expresses the view, as of its issuance date, on whether the Share Exchange Ratio agreed by the Companies is fair to the general shareholders of Toho Titanium from a financial perspective, based on the financial, capital markets and economic conditions and other circumstances as of the issuance date, as well as the information provided to or obtained by Plutus Consulting up to that date. Plutus Consulting is under no obligation to update, modify or supplement the contents of the Fairness Opinion due to any changes in circumstances that may occur thereafter. The Fairness Opinion does not infer or imply any opinion regarding matters other than those expressly stated therein or matters subsequent to the date of submission of the Fairness Opinion. The Fairness Opinion only expresses an opinion on the fairness of the Share Exchange Ratio for Toho Titanium's general shareholders from a financial perspective and does not express any opinions to the holders of securities issued by Toho Titanium, creditors or other stakeholders of Toho Titanium, and does not recommend any actions to Toho Titanium's shareholders regarding the Share Exchange. The Fairness Opinion was provided by Plutus Consulting for the purpose of being used as a basis for the decisions of the Board of Directors of Toho Titanium and the Special Committee regarding the Share Exchange Ratio, and any third party may not rely upon the Fairness Opinion.

Matters concerning the reasonableness of the amounts of JX Advanced Metals' stated capital and reserves
The amount of the stated capital and reserves of JX Advanced Metals to be increased as a result of the Share Exchange will be separately determined by JX Advanced Metals in accordance with the provisions of Article 39 of the Regulations for Corporate Accounting. Such amount will be determined within the scope permitted under applicable laws and regulations after comprehensive consideration and review of JX Advanced Metals' financial condition, capital policy and other circumstances, and Toho Titanium considers this approach to be reasonable.
Reasons for selecting JX Advanced Metals Shares as share exchange consideration
Toho Titanium and JX Advanced Metal have selected shares of JX Advanced Metal, the wholly-owning parent company resulting from a share exchange, as consideration for the Share Exchange.
Toho Titanium considers this selection reasonable in light of the following factors: (i) JX Advanced Metal Shares are listed on the Prime Market of the TSE, and will continue to provide trading opportunities in such market even after the Share Exchange becomes effective; and (ii) Toho Titanium's shareholders can also expect to benefit from the synergies described in item "1. Reasons for the Share Exchange" above by receiving the JX Advanced Metal Shares as the share exchange consideration.
As a result of the Share Exchange, Toho Titanium will become a wholly-owned subsidiary company of JX Advanced Metals on the effective date of the Share Exchange (scheduled for June 1, 2026); and the Toho Titanium Shares will be delisted on May 28, 2026 (the final trading date being May 27, 2026), in accordance with TSE's Delisting Criteria. If the current effective date of the Share Exchange is changed, the delisting date will also be changed.
Following the delisting, it will no longer be possible to trade Toho Titanium Shares on the TSE; however, the JX Advanced Metals Shares that will be allotted to shareholders of Toho Titanium as a result of the Share Exchange will remain listed on the TSE. While some shareholders may be allotted shares less than one unit only, it will be possible to trade one unit or more of the JX Advanced Metals Shares on a financial instruments exchange market on and after the effective date of the Share Exchange. Accordingly, JX Advanced Metals believes that it can continue to provide liquidity of shares to shareholders of Toho Titanium.
On the other hand, the shareholders of Toho Titanium who will hold less than one unit (100 shares) of the JX Advanced Metals Shares as a result of the Share Exchange cannot sell such shares less than one unit on any financial instruments exchange. However, upon request, they can use a top-up purchase program or a buy-back program for shares less than one unit provided by JX Advanced Metals. For details, please refer to "(Note 3) Handling of shares less than one unit" in "(a) Allotments in connection with the Share Exchange" in "(1) Matters related to the reasonableness of the total consideration for the Share Exchange" For details on the handling of fractions of less than a single share resulting from the Share Exchange, please refer to "(Note 4) Handling of fractions of less than a single share" in "(a) Allotments in connection with the Share Exchange" in "(1) Matters related to the reasonableness of the total consideration for the Share Exchange" above.
Please note that shareholders of Toho Titanium Shares may trade their Toho Titanium Shares on the TSE as usual until the final trading date, May 27, 2026 (scheduled), and they may exercise any legal rights under the Companies Act and other applicable laws and regulations.
Matters considered to protect the interests of Toho Titanium's shareholders
With respect to the Share Exchange, JX Advanced Metals already holds 35,859,400 Toho Titanium Shares (corresponding to 50.37% in terms of the number of shares obtained by deducting the number of treasury shares (84,813 shares) from the total number of issued shares (71,270,910 shares) as of December 31, 2025; and Toho Titanium falls under a consolidated subsidiary of JX Advanced Metals. Therefore, the Companies have determined that it is necessary to avoid conflicts of interest and ensure the fairness of the Share Exchange and have taken the following measures to ensure fairness (including measures to avoid conflicts of interest):
1. The Companies' obtaining a valuation report from an independent third-party valuation agent and Toho Titanium's obtaining a fairness opinion
  JX Advanced Metals appointed Daiwa Securities, and Toho Titanium appointed Mizuho Securities, both of which are independent of the Companies, as their respective third-party valuation agents and obtained a share exchange ratio valuation report from Daiwa Securities and Mizuho Securities, respectively, on February 24, 2026. For the outlines of those valuation reports, please refer to "(ii) Outline of calculation" in "(1) Matters related to the total consideration for the Share Exchange" in "(1) Matters related to the reasonableness of the total consideration for the Share Exchange" above. Neither JX Advanced Metals nor Toho Titanium has obtained from either of those third-party valuation agents a written opinion (fairness opinion) stating that the Share Exchange Ratio is appropriate or fair from a financial perspective.
  On the other hand, the Special Committee appointed Plutus Consulting, which is independent of the Companies, as its third-party valuation agent and obtained a share exchange ratio valuation report on February 24, 2026. The Special Committee obtained a fairness opinion. For the outlines of the valuation report and the Fairness Opinion, please refer to "(ii) Outline of calculation" in "(1) Matters related to the total consideration for the Share Exchange" in "(1) Matters related to the reasonableness of the total consideration for the Share Exchange" above.
2. Advice from independent law firms
  JX Advanced Metals appointed N&A as its legal advisor and Toho Titanium appointed Nagashima Ohno & Tsunematsu as its legal advisor and obtained legal advice therefrom concerning various procedures for the Share Exchange and the method and processes of decision-making. Both N&A and Nagashima Ohno & Tsunematsu are not related parties of, are independent of and have no material interest in JX Advanced Metals and Toho Titanium regarding the Share Exchange. In addition, the Special Committee approved the appointment of Nagashima Ohno & Tsunematsu as Toho Titanium's legal advisor after having confirmed that there are no special problems with the independence of Nagashima Ohno & Tsunematsu, at the first Special Committee meeting held on November 11, 2025.
3. Obtaining an advisory report from the special committee, which has no interest in Toho Titanium
  1. Process of establishment of special committee and related matters
    In response to an initial indication by JX Advanced Metals on October 9, 2025, expressing its desire to begin deliberations and discussions regarding the Share Exchange, Toho Titanium established, pursuant to a resolution of the Board of Directors dated October 31, 2025, the Special Committee composed of four (4) members, who are independent from the Companies and from the outcome of the Share Exchange, namely Mr. Yasuhiko Ikubo (Outside Director and Independent Officer of Toho Titanium and an attorney at law), Mr. Kimiharu Okura (Outside Director and Independent Officer of Toho Titanium), Mr. Naomi Harada (Outside Director, Audit & Supervisory Committee Member, and Independent Officer of Toho Titanium) and Mr. Akio Kobayashi (Outside Director, Audit & Supervisory Committee Member, and Independent Officer of Toho Titanium and a certified public accountant). The purpose of the Special Committee is to (x) proceed cautiously with the decision-making process of the Board of Directors regarding the Share Exchange, (y) ensure the fairness, transparency, and objectivity of decision-making by the Board of Directors by eliminating any potential arbitrariness in the decision-making process, and (z) obtain an opinion on whether the decision by the Board of Directors to implement the Share Exchange can be considered fair to the general shareholders of Toho Titanium. The aforementioned four individuals were selected from the outset by Toho Titanium as members of the Special Committee, and there has been no change in the membership of the Special Committee. The remuneration for the members of the Special Committee consists solely of a fixed amount payable regardless of the outcome of the Share Exchange and irrespective of the content of the report. It does not include any contingency fees payable on the condition of completion of the Share Exchange or on other conditions.
    Toho Titanium consulted the Special Committee regarding: (a) whether the purpose of the Share Exchange is reasonable and legitimate as a measure to enhance Toho Titanium's corporate value; (b) whether the transactional terms and conditions of the Share Exchange are appropriate, including the appropriateness of the structure of the Share Exchange and the type of consideration; (c) whether the procedures for the Share Exchange are fair, including what measures to ensure fairness should be implemented and to what extent; and (d) whether Toho Titanium's decision to proceed with the Share Exchange is fair to its general shareholders ((a) through (d) are referred to as the "Consultation Matters"). Toho Titanium commissioned the Special Committee to submit to Toho Titanium's Board of Directors a written opinion addressing these points. Furthermore, Toho Titanium positioned the Special Committee as a body independent of the Board of Directors, and Toho Titanium's Board of Directors resolved that when making any important decision regarding the Share Exchange, the Board of Directors shall accord the utmost respect to the Special Committee's opinion on the Consultation Matters, and that if the Special Committee determines that the implementation of the Share Exchange would not be fair to the general shareholders of Toho Titanium, the Board of Directors shall not decide in favor of implementing the Share Exchange.
    Concurrently, Toho Titanium granted the Special Committee the authority (x) to collect information necessary to make judgments and conduct deliberations on the Consultation Matters, and to perform other duties deemed necessary by the Special Committee, and (y) to appoint its own financial advisors, third-party valuation agents, and legal advisors, to the extent necessary for it to fulfill its role, with the expenses to be borne by Toho Titanium.
  2. Process of deliberation
    The Special Committee carefully deliberated the Consultation Matters by holding meetings fifteen (15) times in total during the period from November 11, 2025, to February 24, 2026, in addition to obtaining information, holding discussions from time to time, and taking other actions as necessary. Specifically, the Special Committee confirmed that there were no issues regarding the independence and expertise of Mizuho Securities, which Toho Titanium appointed as its financial advisor and third-party valuation agent, and Nagashima Ohno & Tsunematsu, which Toho Titanium appointed as its legal advisor, and the Special Committee approved those appointments. Furthermore, at its third meeting held on December 4, 2025, the Special Committee confirmed that there were no issues regarding Plutus Consulting's independence and expertise. The Special Committee subsequently decided to appoint Plutus Consulting as its own financial advisor and third-party valuation agent.
    Subsequently, after sending to the Companies a questionnaire regarding the purpose of the Share Exchange and related matters, the Special Committee received explanations from, and held question-and-answer sessions with, the respective Companies, regarding certain matters such as the purposes of the Share Exchange, the background and course of events that led to the Share Exchange, the details of synergies resulting from the Share Exchange, and the management policy and treatment of employees after the Share Exchange. Furthermore, the Special Committee also received explanations from, and held question-and-answer sessions with, Toho Titanium regarding certain matters such as its business description, and the preparation policies and procedures in respect of its business plan, which serve as the basis for calculating the share exchange ratio. Moreover, the Special Committee received advice from Nagashima Ohno & Tsunematsu, which is the legal advisor of Toho Titanium, on measures to ensure the fairness of the procedural aspects related to the Share Exchange, including the method of decision-making by the Board of Directors of Toho Titanium with respect to the Share Exchange and the operation of the Special Committee, and measures to avoid conflicts of interest. In addition, the Special Committee received explanations from, and held question-and-answer sessions with, (a) Mizuho Securities, which is the financial advisor and third-party valuation agent of Toho Titanium and (b) Plutus Consulting, which is the independently appointed third-party valuation agent of the Special Committee, regarding the method and results of the calculation of the share exchange ratio. Based on the foregoing, the Special Committee verified that the calculation was rational.
    The Special Committee was substantially involved in the negotiation process with JX Advanced Metals, by receiving timely reports on the process and details of the discussions and negotiations regarding the Share Exchange between the Companies, holding multiple discussions on the negotiation policies and other related matters, and providing its opinions to Toho Titanium.
    After carefully discussing and deliberating the Consultation Matters through such procedures, the Special Committee, with the unanimous consent of all its members, submitted a report to the Board of Directors of Toho Titanium on February 24, 2026, stating that it considered the decision to implement the Share Exchange to be fair to the general shareholders of Toho Titanium. For the content of the Advisory Report, please refer to the "Advisory Report" dated February 24, 2026, which is attached to "Notice Regarding Execution of Share Exchange Agreement (Simplified Share Exchange) and Business Integration Agreement for JX Advanced Metals Corporation to Make Toho Titanium Co., Ltd. its Wholly-Owned Subsidiary Company" released by JX Advanced Metals and Toho Titanium on February 25, 2026.
4. Approval by all directors (including Audit & Supervisory Committee members) who have no interest in Toho Titanium and opinion of all company auditors who have no interest therein that they have no objection
  Based on the legal advice obtained from Nagashima Ohno & Tsunematsu, the financial advice obtained from Mizuho Securities, the content of the share exchange valuation report obtained from Mizuho Securities, the advisory report obtained from the Special Committee, and other relevant materials, Toho
  Titanium carefully deliberated and examined whether the Share Exchange proposed by JX Advanced Metals would contribute to the enhancement of the corporate value of Toho Titanium and whether the transactional terms and conditions of the Share Exchange including the Share Exchange Ratio were appropriate. As a result of such deliberations and examinations, at the meeting of its Board of Directors held February 25, 2026, Toho Titanium resolved to enter into the Share Exchange Agreement and the Business Integration Agreement.
  At the aforementioned meeting of the Board of Directors of Toho Titanium, the aforementioned resolution was deliberated and unanimously adopted by eight (8) directors (which excluded Mr. Kazuhiko Iida, who is employed by JX Advanced Metals) out of the nine (9) directors, in light of the fact that Toho Titanium is a subsidiary of JX Advanced Metals and the Share Exchange constitutes a transaction that typically involves issues of structural conflicts of interest and information asymmetry, and from the standpoint of eliminating any potential influence of these issues on the deliberations and resolutions by the Board of Directors.
  Furthermore, among the directors of Toho Titanium, in order to avoid potential conflicts of interest, Mr. Kazuhiko Iida did not participate in the deliberations and resolutions of the Board of Directors regarding the Share Exchange, including the aforementioned meeting of the Board of Directors, nor did he participate in the discussions and negotiations regarding the Share Exchange from the standpoint of Toho Titanium. Please note that, among the Toho Titanium's directors, Mr. Yasuji Yamao had been employed by JX Advanced Metals until around 2021, and Mr. Akira Inokawa had been employed by JX Advanced Metals until around 2018. However, as a considerable period has elapsed since both directors were transferred to Toho Titanium, the Special Committee determined that JX Advanced Metals' influence did not extend to them. Accordingly, both directors participated in the Board of Directors' deliberations and resolutions regarding the Share Exchange.
5. Establishment of an independent review system at Toho Titanium
  Toho Titanium established an internal system to deliberate, negotiate, and make decisions regarding the Share Exchange from a standpoint that is independent of JX Advanced Metals. Specifically, after receiving the Proposal from JX Advanced Metals on October 9, 2025, Toho Titanium implemented a framework for deliberating the Share Exchange, including the preparation of the business plan that serves as the basis for calculating the value of the Toho Titanium Shares, and for conducting discussions and negotiations with JX Advanced Metals.
  At its first meeting held on November 11, 2025, for the purpose of conducting internal examinations, negotiations, and determinations in relation to the Share Exchange, the Special Committee, based on advice from Nagashima Ohno & Tsunematsu, confirmed that Mr. Kazuhiko Iida, a director of Toho Titanium employed by JX Advanced Metals, was considered to have interests in the Share Exchange, and therefore, he would not participate in any deliberations, or discussions and negotiations with JX Advanced Metals in relation to the Share Exchange. Furthermore, the Special Committee confirmed that none of the employees seconded from JX Advanced Metals to Toho Titanium were designated to be involved in negotiations with JX Advanced Metals, and that among the employees seconded from JX Advanced Metals to Toho Titanium, none of those involved in preparing the Business Plan received any information regarding the Share Exchange and were involved in the Share Exchange.
  In addition to these measures, the Special Committee acknowledged that the Toho Titanium's deliberation system does not present any issues from the viewpoint of independence and fairness, based on the advice of Nagashima Ohno & Tsunematsu.
6. Securing opportunities for acquisition proposals from other acquirers (market check)

JX Advanced Metals and Toho Titanium have entered into the Business Integration Agreement, containing a deal protection clause (the "Deal Protection Clause") that prohibits contact with any other acquisition bidder (the "Competing Acquisition Bidder"), regarding (i) transactions that could conflict

with or impede the Share Exchange, including mergers, share exchanges, share transfers, share delivery, corporate splits, transfers of all or part of businesses, business integrations, capital alliances, share issuances, disposals of treasury shares, and other similar transactions, or (ii) transactions that could obstruct the Share Exchange ("Competing Transactions"). However, if Toho Titanium receives a legally binding, bona fide proposal from a third party concerning any Competing Transactions where (a) a share exchange ratio or tender offer price, and the principle terms of the transaction are explicitly stated; (b) post-transaction management policies to be applied after the completion of such Competing Transaction are explicitly stated, (c) the necessary permits and approvals related to such Competing Transaction are specified in detail based on reasonable grounds, including their type, region, and estimated timeframe, and the likelihood of completing all such requirements within a reasonable period is reasonably demonstrated; (d) there is no upper limit on the number of shares intended to be purchased if such Competing Transaction is a tender offer; and (e) there is a firm commitment to secure the funds necessary for such tender offer by means of a funds certificate, financing commitment letter, or other reasonable documentary evidence if such Competing Transaction is a tender offer, it is permissible for Toho Titanium to contact the Competing Acquisition Bidder.

The Share Exchange involves JX Advanced Metals, the controlling shareholder, making Toho Titanium its wholly-owned subsidiary, which makes it unlikely that a third-party will make a bona fide competing proposal. Moreover, any exceptional circumstances where a third-party might make a bona fide competing proposal are excluded from the scope of the Deal Protection Clause. Furthermore, Toho Titanium's extraordinary shareholders' meeting to approve the Share Exchange Agreement is scheduled to be held on April 24, 2026, approximately two (2) months after the announcement of the execution of the Share Exchange Agreement. Even compared with other corporate acquisition deals, sufficient opportunity has been provided for the Competing Acquisition Bidders. Considering these factors, Toho Titanium believes that an indirect market check has been implemented for the Share Exchange, and therefore, the procedures related to the Share Exchange are not deemed to lack fairness.

Reference matters regarding share exchange consideration
1. Provisions of Articles of Incorporation of JX Advanced Metals
  In accordance with laws and regulations and Article 15 of Toho Titanium's Articles of Incorporation, the Articles of Incorporation of JX Advanced Metals are omitted from the documents (the documents containing matters subject to the electronic provision measures) delivered in hard copy to shareholders who have requested such delivery. Please access the websites on which the matters subject to the electronic provision measures are posted for your review.
2. Matters concerning the method of realizing the share exchange consideration
  1. Market for trading the share exchange consideration
    JX Advanced Metals Shares are traded on the Prime Market of the TSE.
  2. Persons acting as intermediaries, brokers, or agents for trading the share exchange consideration
    JX Advanced Metals Shares are traded nationwide through brokerage, agency or similar services provided by financial instruments business operators (such as securities companies).
  3. If there are restrictions on the transfer or other disposition of the share exchange consideration, the details thereof
    Not applicable.
3. Matters concerning the market price of the share exchange consideration
  The average closing prices of JX Advanced Metals Shares on the Prime Market of the TSE for the one-month, three-month, and six-month periods, respectively, calculated using February 24, 2026－the business day immediately preceding the date of the public announcement of the execution of the Share Exchange Agreement (February 25, 2026)－as the base date were 2,890 yen, 2,287 yen, and 2,037 yen, respectively.
  The market price and other information regarding JX Advanced Metals Shares are available on the TSE's website (https://www.jpx.co.jp/) and elsewhere.
4. Contents of JX Advanced Metals' balance sheets for each fiscal year ended in the past five years
Since JX Advanced Metals has made public notices in each fiscal year in accordance with applicable laws and regulations, the description is omitted.
Matters concerning the reasonableness of provisions regarding stock acquisition rights related to the Share Exchange
Not applicable.
Matters concerning financial statements and related documents

Content of financial statements and related documents for JX Advanced Metals' most recent fiscal year
In accordance with laws and regulations and Article 15 of Toho Titanium's Articles of Incorporation, the contents of the financial statements and related documents for the most recent fiscal year of JX Advanced Metals (the fiscal year ended March 31, 2025) are omitted from the documents (the documents containing matters subject to the electronic provision measures) delivered in hard copy to shareholders who have requested such delivery. Please access the websites on which the matters subject to the electronic provision measures are posted for your review.
Matters concerning dispositions of significant assets, incurrence of significant liabilities, or other events occurring after the end of the most recent fiscal year of Toho Titanium and JX Advanced Metals that have a material impact on the status of their assets
1. Toho Titanium
  1. At a meeting of its Board of Directors held on February 25, 2026, Toho Titanium resolved to implement a business integration with JX Advanced Metals and to conduct the Share Exchange, whereby JX Advanced Metals will become the wholly-owning parent company in the share exchange and Toho Titanium will become the wholly-owned subsidiary in the share exchange. On the same date, the Companies entered into the Business Integration Agreement and the Share Exchange Agreement. The contents of the Share Exchange Agreement are as described in "2. Summary of the Contents of the Share Exchange Agreement" above.
  2. Toho Titanium intends, pursuant to a resolution of its Board of Directors to be adopted by no later than the day immediately preceding the effective date of the Share Exchange, to cancel, as of immediately prior to the reference time, all treasury shares held by Toho Titanium immediately prior to the reference time (including treasury shares to be acquired by Toho Titanium pursuant to the dissenting shareholders' appraisal rights under Article 785, Paragraph 1 of the Companies Act exercised in connection with the Share Exchange).
2. JX Advanced Metals

At a meeting of its Board of Directors held on February 25, 2026, JX Advanced Metals resolved to implement a business integration with Toho Titanium and to conduct the Share Exchange, whereby JX Advanced Metals will become the wholly-owning parent company in the share exchange and Toho Titanium will become the wholly-owned subsidiary in the share exchange. On the same date, the Companies entered into the Business Integration Agreement and the Share Exchange Agreement. The contents of the Share Exchange Agreement are as described in "2. Summary of the Contents of the Share Exchange Agreement" above.

Proposal No. 2: Partial Amendments to Articles of Incorporation

Reason for Proposal
If Proposal No. 1, "Approval of the Share Exchange Agreement between the Company and JX Advanced Metals Corporation," is approved as originally proposed and the Share Exchange becomes effective, JX Advanced Metals will become the Company's sole shareholder. Consequently, the provision concerning the record date for ordinary general meetings of shareholders will no longer be necessary. Therefore, the Company proposes that, subject to the Share Exchange becoming effective, Article 11 (Record Date for Ordinary Meetings of Shareholders) of the current Articles of Incorporation be deleted in its entirety and that the remaining articles be renumbered accordingly.
Details of Amendments to the Articles of Incorporation

The details of the amendments are as follows. The partial amendments to the Articles of Incorporation under this proposal are to take effect on June 1, 2026, which is the effective date of the Share Exchange, subject to the following conditions: Proposal No. 1 relating to the Share Exchange is approved as originally proposed at the Extraordinary General Meeting of Shareholders and the Share Exchange becomes effective.

(Amendments are underlined)

Current Articles of Incorporation

Proposed Amendments

(Record Date for Ordinary General Meetings of Shareholders)

Article 11. The record date for voting rights at the Company's ordinary general meetings of shareholders shall be March 31 of each year.

Articles 12 through 37 (Omitted)

(Deleted)

Articles 11 through 36 (unchanged)

End

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