3D Investment Issues Final Request to Toho Holdings’ Outside Directors to Establish a Third-party Investigatory Committee and Remedy the Company’s Governance Structure

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd. (“3D” or “We”), an independent investment management firm providing discretionary investment services to a fund that is a major shareholder of Toho Holdings Co., Ltd. (TSE: 8129, “Toho HD”) , today issued an open letter making a final request to the outside directors of Toho HD to establish a third-party committee to properly investigate wrongdoing and to make a commitment to shareholders to remedy the Company’s governance structure based on the investigation results.
(This press release, together with the open letter, statements to prosecutors, and presentation materials accessible via the links, is the English translation of the Japanese-language press release and related documents disclosed by 3D on December 3, 2025.)

In this open letter, 3D states the following:

• The written statements of CEO Edahiro and COO Umada prepared by prosecutors show that top management itself regarded illegal collusion with competitors as a “necessary evil” and that legal violations were tolerated across the organization, making clear that the misconduct was a systemic and caused by the decisions and lack of control of top management.
• This continuous organizational problem, and the Directors’ failure to detect and remedy it, amounts to a breach of directors’ duty of care that may give rise to shareholders’ derivative suits at Toho HD and represents an extremely serious situation.
• The root causes of Toho HD’s organizational problems lie in a culture of concealment and an escape into hollow, perfunctory measures, which not only trigger organizational misconduct but also impedes the organization imperative to compete effective, improve performance and create corporate value in a legal and appropriate way.
• Toho HD’s directors are still breaching their duty of care by leaving these organizational issues unaddressed, thereby allowing the risk of an irreversible loss of corporate value from future misconduct to remain.
• To remedy Toho HD’s systemic failings and prevent further loss of corporate value from future misconduct, the Toho HD outside directors should establish a third-party committee consistent with the “Guidelines for Third-Party Committees in Corporate Misconduct Cases” and make a commitment to shareholders to remedy the Company’s governance structure based on the committee’s investigatory findings.

The full text of the open letter, the written statements prepared by prosecutors, and a presentation explaining the systemic issues undermining Toho HD’s corporate value are available at the links below.

• Full text of the open letter to outside directors:
  • https://www.3dipartners.com/engagement/toho-open-letter-to-outside-director-en-202512.pdf
• Statements to prosecutors:
  • https://www.3dipartners.com/engagement/toho-disclosing-the-sworn-testimony-consolidated-en-202512.pdf
• Presentation:
  • https://www.3dipartners.com/engagement/toho-presentation-material-en-202512.pdf

We encourage all shareholders to review these materials and actively engage in dialogue to help establish an appropriate governance structure at Toho HD.