3D Investment Partners Submitted to Toho HD and Disclosed “Large-Scale Purchase Action Explanation Statement” and “Specific Recommendations for Enhancing the Governance Framework”

While 3D is seriously concerned that the reason for introducing the takeover defense measures is an “artificially created emergency phase,” 3D complies with the procedures in order to avoid unnecessary confrontation.

3D also released the presentation materials providing detailed explanation on the Purpose and Background of the Share Acquisition, thereby ensuring full transparency to Shareholders.

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd. (“3D” or “we”) submitted, as of January 16^th, 2026, a “Large-Scale Purchase Action Explanation Statement” (the “Explanation Statement”) and “Specific Recommendations for Enhancing the Governance Framework” to Toho Holdings Co., Ltd. (TSE: 8129, “Toho HD”) in connection with the acquisition of shares of Toho HD, in accordance with the procedures prescribed under the takeover defense measures introduced by Toho HD.

In addition, we released today each material above to ensure fully transparent disclosure to shareholders, and also released supplementary materials titled “Explanatory Materials Concerning 3D’s Additional Acquisition of Shares of Toho HD” (the “Presentation”), for the purpose of enabling shareholders to gain a deeper understanding of the intentions and background underlying the contemplated share acquisition.

Link to the Explanation Statement and Specific Recommendations for Enhancing the Governance Framework [1]:
https://www.3dipartners.com/wp-content/uploads/toho-documentation-en-202601.pdf

Link to the Presentation:
https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202601.pdf　

We respectfully urge that all shareholders review the Presentation and understand that our objective is to enhance Toho HD’s corporate value, an objective that is fully aligned with the interests of all shareholders.

A summary of the Presentation is provided below.

Purpose and Overview of the Share Acquisition

We have expressed the intention to acquire additional shares of Toho HD through market transactions, up to a maximum voting rights ratio of 27.0%, inclusive of our existing holdings. The purpose of this acquisition is pure investment. Although Toho HD possesses a strong business foundation capable of generating high added value and high return on invested capital (ROIC), we consider that Toho HD faces governance challenges - such as continued management that merely affirms the status quo - which have contributed to its current share price being maintained at a level significantly undervalued relative to its intrinsic value. Accordingly, we are convinced that there is substantial potential to enhance Toho HD’s corporate value by improving its governance framework.
The 27.0% upper limit has been set to clearly demonstrate that we do not intend to obtain management control in consideration of the 27.17% threshold that Toho HD has cited as creating “a unilateral veto right over special resolutions at the general shareholders meeting.” We therefore set the upper limit below this level.

Suspicion on the Validity of the Takeover Defense Measures: Suspicion of a “Self-Created ‑ Emergency Phase”

On August 8^th , 2025, we voluntarily presented Toho HD with a draft written pledge establishing an upper limit of acquisition of Toho HD shares as 30% voting rights, inclusive of existing holdings.

Link to the draft written pledge:
https://www.3dipartners.com/wp-content/uploads/toho-pledge-en.pdf

However, although Toho HD did acknowledge receipt of the draft written pledge in an administrative manner, it thereafter failed to take any substantive action whatsoever, such as seeking clarification on its contents or requesting revisions. Toho HD even refrained from disclosing to its shareholders the fact that we had submitted such a draft pledge, and introduced “emergency phase” takeover defense measures in the press release dated October 31, 2025[2] (the “Press Release”) on the asserted grounds that “3D may attempt to seize management control.”

Moreover, we had consistently and clearly communicated that “the decision whether to acquire additional shares, and to what extent, would be based solely on market conditions, and that no specific target percentage had been determined; noting that, under no circumstances would 3D’s voting rights ratio exceed 30%.” Nevertheless, Toho HD publicly distorted the facts as though “3D had decided to continue purchasing shares until its voting rights ratio reached 30% (as an indication of a management-control acquisition attempt)” in the Press Release.

Based on these circumstances, we have serious concerns that the “emergency phase” underlying the introduction of the takeover defense measures is in fact an “artificially created emergency phase” orchestrated by Toho HD.

Suspicion on the Validity of the Takeover Defense Measures: Distortion of the Dialogue Process

Since initiating the investment in Toho HD in 2020, and through full-fledged dialogue from 2023, we have continuously engaged in dialogue aiming at enhancement of corporate value.
These discussions evolved from initial stage such as improvements to business structure and capital efficiency (“proactive governance”), to risk management in response to repeated scandals (“defensive governance”), and ultimately to “governance fundamentals,” reflecting Toho HD’s refusal of an investigation by a third-party committee and a lack of transparency in the CEO selection process. The development of these discussions corresponds to the process through which seriousness of Toho HD’s governance issues became increasingly apparent. However, Toho HD, in the Press Release, appears to have selectively extracted only superficial aspects of these developments and represented 3D’s positions as “inconsistent” seemingly in an attempt to justify its takeover defense measures.

Moreover, Toho HD’s distortion of the facts does not end there. Toho HD has portrayed 3D as “short term profit oriented” by arbitrarily selecting certain time frames from 3D’s past investment track record, contrary to the actual facts in the Press Release. Further, with respect to our proposal to establish a strategic review committee, Toho HD has similarly distorted the facts - namely, that the committee was intended solely as an advisory body that would not affect control over management, and that the experts we would recommend were intended to be entirely independent from us - and now asserts that this proposal constitutes evidence that 3D “attempts to seize control the of the company for its own interests.”

In light of these circumstances, we are strongly concerned that Toho HD may be misleading its shareholders by manipulating the legitimate process of dialogue between shareholders and management.

Suspicion on the Validity of the Takeover Defense Measures: Suspicion of “Management Self Preservation”

As stated above, Toho HD intentionally rejected receipt of our pledge and, while concealing or distorting unfavorable facts, introduced “emergency phase” takeover defense measures. We have significant concerns regarding the legitimacy of such introduction. In particular, we cannot overlook the fact that the takeover defense measures in this case were introduced only approximately two months after 3D shared written statements suggesting involvement of current management in misconduct.

Based on the foregoing, we are strongly concerned that the introduction of takeover defense measures may have been motivated not by a legitimate purpose of protecting corporate value but rather by “management self-preservation.”

3D’s Response: Compliance with Procedures and Submission of “Governance Proposals”

As stated above, we have serious concerns regarding both the basis and the legitimacy of Toho HD’s introduction of the takeover defense measures. However, we have chosen to avoid unnecessary conflict and to respond to Toho HD’s concerns in good faith.

Specifically, we have complied with the procedures of the takeover defense measures by submitting the Explanation Statement and have set the upper acquisition limit at 27.0%, inclusive of existing holdings. The 27% upper limit is clearly below the level (27.17%) at which Toho HD expresses its concern as conferring “veto power over special resolutions at the shareholders’ meeting”.

Furthermore, with respect to Toho HD’s repeated assertion of “information deficit” as a purported ground of the introduction of the takeover defense measures in the Press Release, while we understand that we have already disclosed an appropriate level of information, in order to completely solve those concerns, we have taken the unusual step as an investor having pure investment purpose, of having prepared and submitted detailed “Specific Proposals Concerning the Development of the Governance Framework” as well.

Conclusion

We respectfully urge that all shareholders carefully review the Presentation to confirm our true intentions and to objectively assess the validity of Toho HD’s stated rationale for introducing its takeover defense measures.
We remain committed to maximizing corporate value through transparent information disclosure and constructive dialogue.

[1] For the avoidance of doubt, 3D plans to continue, as it has to date, to comply with Toho HD’s takeover defense measures and to act in accordance with the prescribed rules, and it will not increase its shareholding in violation of the established process. (For the avoidance of doubt, we note that the description shown on page 13 of the Explanation Statement on the premise that a shareholders’ meeting would be held within two months after the board evaluation period was provided solely as an indicative standard designed to prevent the convening of such meeting from being unreasonably delayed, and does not in any respect reflect an intention of 3D to increase its shareholding in violation of the rules set forth under the takeover defense measures.)

[2] “Notice of the Introduction of a Policy Against Large-Scale Purchases of Share Certificates, etc. of TOHO HOLDINGS CO., LTD. in Response to the Large-Scale Purchase, etc. of its Shares by 3D Investment Partners Pte. Ltd.” dated October 31, 2025

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 idea 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 the 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 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 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.