AMPCO PITTSBURGH CORP

Disclosure Controls and Procedures. An evaluation of the effectiveness of the Corporation’s disclosure controls and procedures as of the end of the period covered by this report was carried out under the supervision, and with the participation, of management, including the principal executive officer and principal financial officer. Disclosure controls and procedures are defined under SEC rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, the Corporation’s management, including the principal executive officer and principal financial officer, has concluded the Corporation’s disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023.

Management’s Annual Report on Internal Control Over Financial Reporting. The Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a – 15(f) under the Securities Exchange Act). Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Effective internal control over financial reporting can only provide reasonable assurance that the objectives of the control process are met. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, the design of internal control over financial reporting includes the consideration of the benefits of each control relative to the cost of the control.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on those criteria and management’s assessment, management, including the principal executive officer and principal financial officer, concluded the Corporation’s internal control over financial reporting was effective as of December 31, 2023.

Remediation of Prior Material Weaknesses in Internal Control Over Financial Reporting.

As previously disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, the Corporation identified material weaknesses related to (i) the accounting for claims asserted alleging personal injury from exposure to asbestos-containing components historically used in some products manufactured by predecessors of Air & Liquid Systems Corporation (the “Asbestos Liability”) and (ii) management review control activities related to the tax accounting for a non-routine transaction. The Corporation has designed and implemented measures to remediate the identified material weaknesses.

With respect to the material weakness related to the accounting for the Asbestos Liability claims, the Corporation implemented a number of procedures and control activities including, but not limited to:

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Dedicating a full-time employee to manage the accounting for asbestos claims and costs associated with the Asbestos Liability, with oversight provided by the Corporation’s Chief Financial Officer (“CFO”);

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Obtaining a Service Organization Control (“SOC”) 1, Type 2 report for the period July 1, 2023 to September 30, 2023 (the “Testing Period”) for the third-party asbestos claims management database used by the Corporation to manage the asbestos claims and costs associated with the Asbestos Liability which indicated, in all material respects:

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The description of the asbestos claims management database for processing user entities’ transactions (the “Description”), as provided by the third party, was designed and implemented throughout the Testing Period;

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The controls related to the control objectives stated in the Description were suitably designed to provide reasonable assurance that the control objectives would be achieved if the controls operated effectively throughout the Testing

Period, and any subservice organizations and user entities applied the complementary controls assumed in the design of the third-party asbestos claims management database throughout the Testing Period; and

o

The controls operated effectively to provide reasonable assurance that the control objectives stated in the Description were achieved throughout the Testing Period, if the complementary subservice organization and user entity controls assumed in the design of the third-party asbestos claims management database operated effectively throughout the Testing Period;

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Reviewing the SOC 1, Type 2 report ensuring no deficiencies existed to cause the inability to rely on the third-party asbestos claims management database;

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Obtaining and reviewing the SOC 1, Type 2 reports for the subservice organizations to reasonably ensure the complementary controls assumed in the design of third-party asbestos claims management database at the subservice organizations operated effectively throughout the Testing Period;

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Testing complementary controls assumed in the design of third-party asbestos claims management database at the Corporation (a user entity) to reasonably ensure such complementary controls operated effectively throughout the Testing Period;

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Obtaining a letter of assurance from the third-party service provider that, between October 1, 2023 and December 31, 2023, there were no significant and/or material changes in the design of the internal controls described in the SOC 1 Type 2 Report for the Testing Period;

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Completing supplemental and independent testing of controls of the third-party asbestos claims management database for the period January 1, 2023 to June 30, 2023 to reasonably ensure such controls operated effectively throughout the period January 1, 2023 to June 30, 2023;

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Establishing limits of authority for the Corporation’s employees utilizing the third-party asbestos claims management database, thereby providing an appropriate segregation of duties; and

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Reviewing the appropriateness of user access for the Corporation’s employees to, and user rights within, the third-party asbestos claims management database.

With respect to the material weakness related to the management review control activities associated with the tax accounting for a non-routine transaction, the Corporation implemented a number of procedures and control activities including, but not limited to:

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Engaging external consultants, under the Corporation’s supervision, to provide support and assist the Corporation in its evaluation of such transactions when necessary; and

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Enhancing its management review controls over income taxes on an interim basis to include specific activities at a more precise level to assess the impacts of non-routine transactions, including the identification of relevant contractual terms and conditions related to such transactions.

As of December 31, 2023, these enhanced procedures and control activities operated for a sufficient period of time for the Corporation’s management to conclude, through testing, that the Corporation’s enhanced controls operate effectively. As such, the Corporation has concluded that the previously reported material weaknesses have been remediated as of December 31, 2023.

Changes in Internal Control Over Financial Reporting. Except as discussed above, there were no other changes in the Corporation’s internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.