3D Investment Partners: Leading Proxy Advisory Firm Glass Lewis Recommends Toho Holdings Shareholders Vote “AGAINST” the Proposed Poison Pill

 Highlights “substantial governance concerns” with Toho HD’s disproportionate response

Concludes that the Poison Pill may not be in shareholders' best interests

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd., who provides discretionary investment management services to an investment fund which is a shareholder of Toho Holdings Co., Ltd. (TSE: 8129, "Toho HD" or “the Company”) (“3D” or “we”), announced that Glass, Lewis & Co. (“Glass Lewis”), a leading independent provider of proxy research and voting recommendations for the institutional investor community, has recommended that shareholders of Toho HD vote AGAINST Proposal 4 (Gratis allotment of stock acquisition rights — the “Poison Pill Proposal”) at the Company’s 78th Annual General Meeting of Shareholders (the “AGM”), scheduled to be held on June 26, 2026.

In its report, Glass Lewis determined that the Poison Pill “raises substantial governance concerns” and “may not appear to be in shareholders’ best interests at this time.” In reaching its conclusion, Glass Lewis highlighted that Toho HD provided “insufficient rationale” for adopting the Poison Pill and noted that the Poison Pill “does not appear appropriately proportionate to the circumstances.”

In making its recommendation, Glass Lewis raised concerns to the following effect:

Toho HD’s process and policy structure raised governance concerns

• Glass Lewis pointed to the adoption of the response policy without prior shareholder approval and to the breadth of the information requirements imposed on 3D.

Toho HD’s concerns regarding 3D’s influence were not entirely persuasive in light of 3D’s responses

• Glass Lewis questioned the persuasiveness of the Company's concerns, recognizing 3D's responses—including its proposal to voluntarily cap its ownership and its efforts to comply with the Company's procedures—as constructive.

Toho HD’s limited disclosure may have made 3D’s explanations appear comparatively more credible

• Glass Lewis noted that 3D’s disclosures appeared more comprehensive and transparent than the Company’s more limited disclosures, and that some investors may view 3D’s explanations as comparatively more credible.

3D remains deeply concerned that the approval of the invocation of the Poison Pill will entrench management at a time when greater accountability is urgently needed. Notably, after 3D shared court records suggesting potential executive involvement in systemic bid-rigging, the Board ceased communication and unilaterally introduced the Pill. At the time of adoption, substantially independent directors made up only 33% of the Board—falling short of METI's guidelines desiring a majority—a deficiency that persists even after the June AGM.

This structural failure is further evidenced by deteriorating performance: Toho HD’s ROE has declined since FY2024 and now trails the peer median, its stock has materially underperformed industry peers since the Poison Pill was introduced, and its May 13 results fell well below analyst consensus. Despite all this, the new medium-term plan largely recycles targets from the prior, underachieved plan. 3D is concerned that the endorsement of the invocation of the Poison Pill may further weaken the managerial discipline that shareholders rely on to drive long-term value creation.

3D encourages shareholders to review its materials, all of which are available at www.CompoundToho.com/en, and to vote AGAINST Proposal 4 at the Company’s upcoming AGM. The voting deadline is 5:00pm on June 25, 2026 (JST).

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3D Investment Partners Pte. Ltd.
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Note: This press release contains both direct quotations from, and 3D's summaries of, the report issued by Glass, Lewis. Passages in quotation marks ("") are direct quotes excerpted by 3D from the Glass Lewis report. All other descriptions of Glass Lewis's views, analysis, conclusions, or recommendations have been summarized and paraphrased by 3D and do not constitute direct quotations. While 3D has sought to summarize the report accurately, such summaries may not precisely or completely reflect Glass Lewis's views, and 3D provides no representation or warranty as to their accuracy or completeness. Readers should refer to the original Glass Lewis report for its actual content. Glass Lewis is independent of 3D, has not endorsed or concurred with any statement in this press release, and may hold views that differ from those expressed herein.

Disclaimer

This press release, including annexes, is provided for informational purposes only and does not constitute an offer to purchase or sell any security or investment product, nor does it constitute professional or investment advice. This press release should not be relied on by any person for any purpose and is not, and should not be construed as investment, financial, legal, tax or other advice.

3D Investment Partners Pte. Ltd. and its affiliates and related persons (“3DIP”) believe that the current market price of Toho HD does not reflect its intrinsic value. 3DIP acquired beneficial and/or economic interests based on its own belief that Toho HD securities have been undervalued and provide an attractive investment opportunity and may in the future beneficially own, and/or have an economic interest in, Toho HD securities. 3DIP intends to review its investments in Toho HD on a continuing basis and, depending upon various factors including, without limitation, Toho HD's financial position and strategic direction, the outcome of any discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the availability of Toho HD securities at prices that would make the purchase or sale of Toho HD securities desirable, 3DIP may, from time to time (in the open market or in private transactions), buy, sell, cover, hedge, or otherwise change the form or substance of any of its investments (including any investment in Toho HD securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

3DIP provides no representation or warranty, either expressed or implied, in relation to the accuracy, completeness, or reliability of the information contained herein (including content or quotes from news coverage or other third-party public sources (“Third-Party Materials”)), nor is it intended to be a complete statement or summary of the securities, markets, or developments referred to herein. 3DIP expressly disclaims any responsibility or liability for any loss whatsoever arising from any use of, or reliance on, this press release or its contents as a whole or in part by any person, or otherwise whatsoever arising in connection with this press release. 3DIP hereby expressly disclaims any obligation to update or provide additional information regarding the contents of this press release or to correct any inaccuracies in the information contained in this press release.

3DIP disclaims any intention or agreement to be treated as a joint holder (kyodo hoyu sha) under the Financial Instruments and Exchange Act of Japan, a closely related party (missetsu kankei sha) under the Foreign Exchange and Foreign Trade Act with other shareholders, or as receiving any power or permission to represent other shareholders in relation to the exercise of their voting rights, and has no intention to solicit, encourage, induce or require any person to cause other shareholders to represent such voting rights.

3DIP does not have the intention to make a proposal, directly or through other shareholders of Toho HD, to transfer or abolish the business or assets of Toho HD and/or Toho HD group companies at the general shareholders’ meeting of Toho HD. 3DIP does not have the intention or purpose to engage in any conduct which constricts the continuing and stable implementation of the business of Toho HD and/or Toho HD group companies.

This press release may include Third-Party Materials. Permission to quote from Third-Party Materials in this press release may neither have been sought nor obtained. The content of the Third-Party Materials has not been independently verified by 3DIP and does not necessarily represent the views of 3DIP. The authors and/or publishers of the Third-Party Materials are independent of, and may have different views to 3DIP. Quoting Third-Party Materials in this press release does not imply that 3DIP endorses or concurs with any part of the content of the Third-Party Materials or that any of the authors or publishers of the Third-Party Materials endorses or concurs with any views which have been expressed by 3DIP on the relevant subject matter. The Third-Party Materials may not be representative of all relevant news coverage or views expressed by other third parties on the stated issues. In respect of information that has been prepared by 3DIP (and not otherwise attributed to any other party) and which appears in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.

This press release sets out, by way of illustration, certain issues concerning Toho HD’s considerations and decisions, and the views of 3DIP are not limited to those described herein. In addition, the opinions expressed by 3DIP in this press release do not constitute definitive conclusions regarding Toho HD’s considerations or decisions, nor do they limit in any way the legal claims or arguments that 3DIP may assert.