Norsk Titanium AS — Proxy Solicitation & Information Statement 2026

Apr 20, 2026

NORSK TITANIUM

To the shareholders of Norsk Titanium AS

NOTICE OF ANNUAL GENERAL MEETING OF NORSK TITANIUM AS

Notice is hereby served that the annual general meeting of Norsk Titanium AS, (the "Company") will be held on 12 May 2026 at 15.00 hours CEST.

The general meeting will be held as a digital meeting with electronic voting. The Company still encourages shareholders to vote in advance or submit proxies with voting instructions in advance of the general meeting. Please refer to page 2 of this notice for further information.

The general meeting will be opened by the chairperson of the board of directors, John Andersen, or a person appointed by the board of directors cf. Section 5-12 of the Norwegian Private Limited Liability Companies Act. The person opening the general meeting will record attendance of present shareholders and representatives.

The following matters are on the agenda:

1. Election of a chairperson for the meeting and a person to co-sign the minutes

2. Approval of the notice and the agenda

3. Presentation of the Company's state of affairs

4. Approval of the Annual Report and Financial Statements for 2025

5. Auditor's remuneration

6. Remuneration to board members

7. Election of board members

8. Election of members to the nomination committee

9. Remuneration to members of the nomination committee

10. Authorisation to increase the share capital by up to 20% of the share capital

11. Long-Term Incentive Program

12. Authorisation to increase the share capital to execute incentive programs

13. Authorisation to acquire own shares

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The general meeting will only be held as a digital meeting. All shareholders are therefore invited to participate online. The details for participation are set out in the registration and proxy form attached to this notice as Appendix 1. It will not be possible to attend in person. The Company encourages shareholders to vote in advance of the general meeting, as further described below.

If any shareholders would like to participate electronically on Teams, we ask that you press "Enroll" and enter your e-mail address. so that we have an e-mail that we can send details to.

Norsk Titanium AS is a private limited company subject to the rules of the Norwegian Private Limited Companies Act. As of the date of this notice, the Company has issued 1,029,470,872 shares, each of which represents one vote. As of the date of this notice, the Company holds 400 own shares. No votes may be exercised for such shares.

Only those who are shareholders in the Company five business days prior to the general meeting, i.e. on 5 May 2026 (the "Record Date"), are entitled to attend and vote at the general meeting, cf. Section 5-2 of the Norwegian Public Limited Companies Act and the Norwegian Private Limited Companies Act section 4-4. A shareholder who wishes to attend and vote at the general meeting must be registered in the shareholder register (VPS) at the Record Date or have reported and documented an acquisition as per the Record Date. Shares that are acquired after the Record Date do not entitle the holder to attend and vote at the general meeting.

The board encourages shareholders wishing to attend the General Meeting (in person or by proxy) to register within 8 May 2026 at 16.00 hours (CEST).

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NORSK TITANIUM

Attendance can be registered electronically through the Company's website or in the Norwegian Central Securities Depository (the "VPS") Investor Services. The PIN code and reference number from the registration or proxy form are required when using the Company's website. Attendance can also be registered by completing and submitting the registration or proxy form attached as Appendix 1 in accordance with the instructions set out in the form.

Shareholders that are prevented from attending may authorise the chairperson of the board (or whomever it designates) or another person to vote for their shares. Proxies may be submitted electronically through the Company's website or VPS Investor Services. Proxies may also be registered by completing and submitting the proxy form attached as Appendix 1 in accordance with the instructions set out in the form.

Shareholders have the possibility to vote in advance. Shareholders are encouraged to cast their votes by advanced voting. Such advance votes must be made electronically through the Company's website www.norsktitanium.com, under Investors, "AGM 12 May 2026" or through VPS Investor Services. The Company encourages shareholders who wish to vote in advance to do so within 8 May 2026 at 16:00 CEST. To access the electronic system for notification of attendance and advance voting at www.norsktitanium.com the attached reference number and PIN code must be stated.

According to the Norwegian Public Limited Liability Companies Act Section 1-7, cf. the Norwegian Private Liability Companies Act section 1-7 (4) as well as regulations on intermediaries covered by the Central Securities Act Section 4-5 and related implementing regulations, notice to shareholders who hold their shares on a nominee account is sent to the relevant nominees who pass on the notice to the shareholders for whom they hold shares. Shareholders must communicate with their nominees, who is responsible for conveying votes and enrollment. Nominees must according to Section 5-3 of the Norwegian Public Limited Liability Companies Act, cf. the Norwegian Private Limited Liability Companies Act Section 4-4 register this with the Company no later than 2 working days before the general meeting.

Decisions on voting rights for shareholders and representatives are made by the person opening the meeting, whose decision may be reversed by the general meeting by majority vote.

Shareholders have the right to propose resolutions under the matters to be addressed by the general meeting.

A shareholder may require that the chief executive officer and board members that are present at the general meeting provide available information at the general meeting about matters that may affect the assessment of items which have been presented to the shareholders for decision. The same applies to information regarding the Company's financial position and other business to be addressed at the general meeting, unless the information demanded cannot be disclosed without causing disproportionate harm to the Company. Shareholders are entitled to bring advisors and may grant the right of speech to one advisor.

The notice calling the general meeting has been sent to all shareholders with known address. The notice, other documents regarding matters to be discussed in the general meeting, including the documents attached to or to which this notice refers, as well as the Company's Articles of Association, are available on the Company's website. Documents relating to matters to be considered by the general meeting may be sent free of charge to shareholders upon request.

The following documents will be available at the Company's website:

• This notice and the enclosed form for notice of attendance/proxy
• The board of directors' proposed resolutions for the annual general meeting for the items listed on the agenda
• The recommendation from the Nomination Committee
• The annual report and financial statements for the financial year 2025

The address to the Company's website is https://www.norsktitanium.com/

Oslo, 20 April 2026

On behalf of the board of directors of Norsk Titanium AS

John Andersen

Chairperson

Appendices: Form of registration/Form of proxy

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Appendix 1

NORSK TITANIUM

Ref no: PIN-code:

Notice of General Meeting

General Meeting in Norsk Titanium AS will be held on 12 May 2026 at 15:00 hours CEST. Meeting will be held virtually.

The shareholder is registered with the following amount of shares at summons: _______________ and vote for the number of shares registered in the Norwegian Central Securities Depository ("VPS") per Record date 5 May 2026.

The deadline for electronic registration of enrollment, advance votes, proxy and instructions is 8 May at 16.00 CEST.

Electronic registration

Alternatively, "Form for submission by post or e-mail for shareholders who cannot register their elections electronically".

Register during the enrollment/registration period:

• Either through the company's website www.norsktitanium.com using a reference number and PIN – code (for those of you who receive a summons in post-service), or
• Log in through VPS Investor services; available at https://investor.vps.no/garm/auth/login or through own account keeper (bank/broker). Once logged in – choose Corporate Actions – General Meeting – ISIN

You will see your name, reference number, PIN – code and balance. At the bottom you will find these choices:

Enroll Advance Vote Delegate proxy Close

"Enroll" – participate in the meeting on the day, you will be asked to enter your e-mail address

"Advance vote" – If you would like to vote in advance of the meeting

"Delegate Proxy" – Give proxy to the chair of the Board of Directors or another person

"Close" – Press this if you do not wish to register

The general meeting is held as a virtual meeting, and we encourage shareholders to vote in advance or give proxy. If any shareholders would like to participate electronically on Teams, we ask that you press "Enroll" and enter your e-mail address.

Please note that the company has a statutory registration deadline, registration after date and time will not be possible.

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NORSK TITANIUM

Ref no:

PIN-code:

Form for submission by post or e-mail for shareholders who cannot register their elections electronically.

The signed form is sent as an attachment in an e-mail* to genf@dnb.no (scan this form) or by mail to DNB Bank Registrars Department, P.O Box 1600 centrum, 0021 Oslo. Deadline for registration of advance votes, proxies and instructions must be received no later than 8 May 2025 at 16:00 CEST. If the shareholder is a company, the signature must be in accordance with the company certificate. Please note that the company has a statutory registration deadline, forms received after the deadline will not be registered.

*Will be unsecured unless the sender himself secure the e-mail.

shares would like to be represented at the general meeting in Norsk Titanium AS follows (mark off):

☐ Participate in the meeting representing own shares (do not mark the items below)

Please state your e-mail:

☐ Proxy to Chair of the Board of directors or the person he or she authorizes (if you want the proxy to be with instructions please mark "For", "Against" or "Abstein" on the individual items below)

☐ Advance votes ("For", "Against" or "Abstain" on the individual items below)

☐ Open proxy to (do not mark items below – agree directly with your proxy solicitor if you wish to give instructions on how to vote):

(enter the proxy solicitors name in the block letters)

Voting must take place in accordance with the instructions below. Missing or unclear markings are considered a vote in line with the board's and the election committee's recommendations. If a proposal is put forward in addition to, or as a replacement for, the proposal in the notice, the proxy determines the voting.

Agenda for the General Meeting 12 May 2025	For	Against	Abstain
1. Election of a chairperson for the meeting and a person to co-sign the minutes	☐	☐	☐
2. Approval of the notice and the agenda	☐	☐	☐
3. Presentation of the Company's state of affairs	No voting
4. Approval of the Annual Report and Financial Statements for 2025	☐	☐	☐
5. Auditor's remuneration	☐	☐	☐
6. Remuneration to board members	☐	☐	☐
7.1 Re-election of John Andersen as member and chairperson of the board	☐	☐	☐
7.2 Re-election of Mimi K. Berdal as a board member	☐	☐	☐
7.3 Re-election of Shan Ashary as a board member	☐	☐	☐
8. Election of members to the nomination committee	☐	☐	☐
9. Remuneration to members of the nomination committee	☐	☐	☐
10. Authorisation to increase the share capital by up to 20% of the share capital	☐	☐	☐
11. Long Term Incentive Program	☐	☐	☐
12. Authorisation to increase the share capital to execute incentive programs	☐	☐	☐
13. Authorisation to acquire own shares	☐	☐	☐

The form must be dated and signed

Place

Date

Shareholder's signature