Toho Titanium : NOTICE OF THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS

Securities Code: 5727

May 31, 2023

Date of commencement of provision of electronic provision measures

May 24, 2023

To Our Shareholders with Voting Rights

Yasuji Yamao

President and Representative Director

Toho Titanium Co., Ltd.

1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa

NOTICE OF THE 92ND ORDINARY GENERAL MEETING OF

SHAREHOLDERS

Dear Shareholders:

You are cordially invited to attend the 92nd Ordinary 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 soukai-portal net provided by Sumitomo Mitsui Trust Bank] https://www.soukai-portal.net

The QR code is indicated on the Voting Rights Exercise Form.

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., Monday, June 19, 2023 (JST). For your information, we will not be distributing gifts to shareholders attending the meeting.

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Description

1. Date and time: Tuesday, June 20, 2023 at 10 a.m. (JST) (The reception opens at 9:30 a.m.)

2. Place:	Yokohama Bay Sheraton Hotel & Towers, 5F "Nichirin"
	1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa

3. Agenda:

Matters to be reported:

1. Business report, consolidated financial statements and non-consolidated financial statements for the 92nd fiscal term (from April 1, 2022 to March 31, 2023)
2. Results of audits by Accounting Auditor and the Audit and Supervisory Committee on the consolidated financial statements for the 92nd fiscal term (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1: Election of six (6) Directors who are not members of the Audit and Supervisory Committee

Proposal No. 2: Election of two (2) Directors who are members of the Audit and Supervisory Committee

1. For those attending the meeting in person, please present the Voting Rights Exercise Form enclosed herein to the receptionist on arrival at the meeting.
2. The following matters are not presented 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. Accordingly, the documents mailed to shareholders constitute only part of the documents of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by Accounting Auditors and the Audit and Supervisory Committee.
3. 1. Notes to Consolidated Financial Statements
   2. Notes to Non-consolidated Financial Statements
4. 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.

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How to Exercise Your Voting Rights

Exercise of voting rights in writing

Please indicate your vote in favor of or against each of the proposals on the enclosed Voting Rights Exercise Form and return the form for arrival by the following deadline. If neither approval nor disapproval of a proposal is indicated in the returned Voting Rights Exercise Form, it shall be deemed a vote of approval.

Deadline for Exercise of Voting Rights: 5:20 p.m., Monday, June 19, 2023

Exercise of voting rights via the Internet

When exercising your voting rights via the Internet, please check the instructions on Page 4 and enter your vote for or against each of the proposals by the following deadline.

Deadline for Exercise of Voting Rights: 5:20 p.m., Monday, June 19, 2023

If attending the General Meeting of Shareholders

Please bring the enclosed Voting Rights Exercise Form with you and submit it at the reception desk.

When exercising your voting rights by proxy, the proxy you may appoint is only one (1) person, who must be a shareholder of the Company entitled to vote at this General Meeting of Shareholders.

Important Notes:

1. If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be counted as valid. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid.
2. Any costs arising from accessing the website for exercising voting rights to be paid to the Internet provider or telecommunications operator shall be borne by you, the shareholder.
3. The password is important information through which we ascertain that the person voting is actually the shareholder. Please be careful with the password in the same way as you would be with a seal or PIN number.
4. If you enter the password incorrectly a certain number of times, you will no longer be able to access the website. Please follow the instructions on the screen to obtain a new password.
5. The voting right code listed on the Voting Rights Exercise Form is valid only for this General Meeting of Shareholders.

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How to Exercise Your Voting Rights via the Internet

1. Procedures for exercising voting rights by smartphones, etc.

1. Scan the Login QR Code listed on the Voting Exercise Rights Form.
   *QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Tap the "Exercise of Voting Rights" button on the top page of the soukai-portal.net.
3. The top page of the "Smart Exercise" is displayed. Please follow the on-screen instructions to indicate your votes of approval or disapproval for each proposal.

2. Procedures for exercising voting rights by computers.

Access the following URL and enter the Login Code and password listed on the Voting Rights Exercise Form. Please follow the on-screen instructions to indicate your votes of approval or disapproval for each proposal.

▶https://www.soukai-portal.net

Click the "Exercise of Voting Rights."

The following website for exercising voting rights continues to be available. ▶https://www.web54.net

Important Notes:

1. If you want to change your vote after exercising your voting rights, you need to enter the "Voting Rights Code" and "Password" listed on the Voting Rights Exercise Form.
2. If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be counted as valid. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid.
3. For inquiries, please call the following number.

Transfer Agency Web Support Desk, Sumitomo Mitsui Trust Bank, Limited Phone: [phone] (toll free within Japan; Business hours: 9:00 to 21:00 (JST)

1. Institutional investors can exercise voting rights via the ICJ platform run by ICJ, Inc.

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REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF

SHAREHOLDERS

Proposal No. 1: Election of six (6) Directors who are not members of the Audit and Supervisory Committee

The term of office for all the seven Directors who are not members of the Audit and Supervisory Committee will expire upon the conclusion of this General Meeting of Shareholders. Accordingly, to enable more flexible decision-making while ensuring the effectiveness of the Board of Directors, the Company proposes to reduce the number of Directors who are not members of the Audit and Supervisory Committee by one and elect six Directors who are not members of the Audit and Supervisory Committee.

The Audit and Supervisory Committee is of the opinion that it is appropriate to elect each of the candidates as a Director who is not a member of the Audit and Supervisory Committee from the viewpoint of enhancing the medium- to long-term corporate value of the Company.

The candidates for Directors who are not members of the Audit and Supervisory Committee are as follows:

Candidate	Name	Current Position and Responsibilities at the Company
No.
	Yasuji Yamao	President and Representative Director
1
	Chief Executive Officer
	[Reappointment]
	Norio Yuki	Director and Deputy Chief Executive Officer
	Assistant to the President (Technical)
2
	General Manager, Technology Strategy Headquarters
	[Reappointment]
	In charge of New Materials Division
		Director and Executive Managing Officer
	Akira Inokawa	Deputy General Manager, Corporate Management Division
3		General Manager in charge of General Administration,
	[Reappointment]	General Administration & Human Resources Department,
		Corporate Management Division
	Kazuhiko Iida
4
	[New appointment]
	Yasuhiko Ikubo
5	[Reappointment]	Outside Director
	[Outside Director]
	[Independent Director]
	Kimiharu Okura
6	[Reappointment]	Outside Director
	[Outside Director]
	[Independent Director]

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