3D Expresses Deep Disappointment with Toho HD Board of Directors’ Decision that the Takeover Defense Measures Should be Triggered

The Takeover Defense Measures in this case do not satisfy the requirements that must be met for their triggering.

Rather, there is a strong suspicion that the countermeasures have been triggered for the purpose of management entrenchment.

We respectfully ask the shareholders to review the detailed materials that 3D will disclose going forward, and to consider your voting policy accordingly.

TOKYO--(BUSINESS WIRE)--A fund to which 3D Investment Partners Pte. Ltd. (together with such fund, “3D” or “we”) provides discretionary investment management services has held shares of Toho Holdings Co., Ltd. (TOKYO: 8129, “Toho HD”) continuously since it began investing in July 2020 and currently holds approximately 24% of the voting rights.

After Toho HD introduced the Takeover Defense Measures on October 31, 2025, 3D expressed, in January of this year, its intention to make an additional acquisition of Toho HD’s shares (the “Additional Acquisition”). The Additional Acquisition represents the acquisition of shares corresponding to a voting rights ratio of a mere 3%, and even after the Additional Acquisition, 3D’s percentage of voting rights, including its existing holdings, does not reach the veto threshold claimed by Toho HD. 3D is deeply disappointed by Toho HD’s determination on April 28 that the Takeover Defense Measures should be triggered in response to the Additional Acquisition.

In order to justify the triggering of the Takeover Defense Measures, it is essential that Toho HD accurately explain to shareholders, based on correct facts, matters such as: (i) Toho HD is under circumstances in which management control will be seized by 3D or in which de facto management control by 3D will arise; and (ii) the acquisition of management control or de facto management control by 3D would, with a high probability, impair corporate value and the common interests of shareholders. However, Toho HD has distorted the following facts in its communications to its shareholders.

(i) Neither the acquisition of management control nor de facto management control by 3D will arise

• Submission of a draft of a legally binding written pledge regarding the upper limit of additional acquisitions prior to the introduction of the Takeover Defense Measures: In August 2025, prior to the introduction of the Takeover Defense Measures, 3D voluntarily submitted a draft of a legally binding written pledge stating that, in acquiring additional shares of Toho HD, 3D would not acquire 30% or more of the voting rights in total including its existing shareholding. Toho HD not only did not accept such a written pledge, but also had not disclosed the existence of the draft to the shareholders in any manner.
• Setting an upper limit below the veto right threshold claimed by Toho HD: 3D had subsequently reset the upper limit of the Additional Acquisition so that its voting rights ratio would not exceed 27%, in total, including its existing shareholding, which is below the level of 27.17% that Toho HD claimed to constitute an “effective veto right.”
• Toho HD’s response to 3D: Given that Toho HD has continuously refused 3D’s requests for the establishment of a third-party committee and a strategic review committee, and has even introduced the Takeover Defense Measures against 3D, it is evident that Toho HD’s board of directors is making decisions autonomously and that 3D does not exert any material influence over Toho HD. Considering that the Additional Acquisition is limited to approximately 3%, this situation will remain unchanged even after the Additional Acquisition, and 3D will not be able to exert material influence over Toho HD. In fact, Toho HD has failed to provide any explanation of the absence of material influence by 3D in its materials dated April 28.

(ii) The Additional Acquisition will not impair corporate value or the common interests of the shareholders

• Past track record: In its past investment cases, as stated in our responses, 3D has consistently pursued the enhancement of the target companies’ mid- to long-term corporate value and has never engaged in conduct that would impair corporate value (Response of Inquiry I, II, and III).
• Consistency of 3D’s purpose: 3D’s purpose in investing in Toho HD is a pure investment, namely, obtaining share price returns through the enhancement of mid- to long-term corporate value. Past dialogues with Toho HD regarding proactive governance [1], defensive governance [2], and the governance infrastructure [3] have all been conducted consistently based on this purpose.
• Transparency toward the shareholders : In March 2025, 3D published its corporate value enhancement plan (Japanese version only), and in May of the same year, disclosed its concern on Toho HD’s governance in a document entitled “Maximizing Corporate Value for Toho Holdings.” After the introduction of the Takeover Defense Measures, 3D prepared and published “Specific Recommendations for Enhancing the Governance Framework” thereby clearly articulating its views with a particular focus on governance enhancement. Furthermore, 3D has responded sincerely to a total of more than 100 questions received from Toho HD over three rounds of information requests and has disclosed all such responses to the shareholders. The total number of pages of these materials and public letters exceeds 600 pages in Japanese versions.

Above all, it is a generally recognized principle that Takeover Defense Measures should not be misused for the entrenchment of management. However, Toho HD’s Takeover Defense Measures is strongly suspected to have been introduced for the purpose of management entrenchment, in light of the following circumstances.

• Suspicions of undiscovered, organizational misconduct: The Takeover Defense Measures were introduced only two months after the written statements of members of the current management (the written statement of CEO Edahiro and the written statements of COO Umada) revealed that there are suspicions that some members of the current management tacitly approved or were involved in past misconduct carried out in an organized manner, as well as suspicions that additional past misconduct remains undiscovered.
• Numerous leading questions: In the information requests directed to 3D, Toho HD posed numerous questions that, given the absence of any dispute over management control, should not have been necessary at all. Moreover, it must be understood that Toho HD repeated such questions with the objective of asserting that, if 3D were to respond to the questions, 3D had the purpose of acquiring control of management, while, if 3D were to refrain from responding due to the unreasonableness of the questions, 3D provided only insufficient information (Letters of Inquiry I, II, and III).
• Arbitrary steering of the shareholders: Beyond the staging of an “artificial emergency” by, among other things, the concealment of the draft of the written pledge, Toho HD steers the shareholders by framing their determination as being based on the new medium-term management plan, thereby inducing the perception that post–transfer-of-control management policies are at issue.

The Takeover Defense Measures were introduced in October 2025 solely by resolution of the board of directors, without obtaining prior approval at a shareholders’ meeting. As a result, the only substantive opportunity for the shareholders to express their judgment regarding the Takeover Defense Measures will be through the exercise of their voting rights on the agenda at the upcoming the shareholders’ meeting.

3D will closely examine Toho HD’s disclosures and plans to publish, in the near future, detailed materials setting forth 3D’s views regarding the triggering of the Takeover Defense Measures. We respectfully request that the shareholders review such materials, as well as the materials previously published by 3D listed below, and exercise their voting rights against the agenda at the forthcoming shareholders’ meeting.

3D remains firmly committed to pursuing the realization of the mid- to long-term enhancement of Toho HD’s corporate value.

[1] “Proactive governance”: Defined as the pursuit of value creation by achieving sustainably high capital efficiency, through the establishment of capital discipline and the strengthening of execution capabilities and incentives, on the foundation of defensive governance.
[2] “Defensive governance”: Defined as the normalization of governance under an appropriate oversight framework, by eliminating structural conflicts of interest and eradicating conditions that foster corporate misconduct.
[3] “Governance infrastructure”: Defined as the establishment of a foundation for oversight by forming a board of directors capable of addressing contingencies while simultaneously supervising strategy, and that is worthy of market trust.

[Contacts]
For any inquiries or comments regarding this matter, please contact us at the email address below.
3D Investment Partners Pte. Ltd.
Email: [e-mail]

[List of Materials Disclosed by 3D Since the Introduction of Toho HD’s Takeover Defense Measures]

Governance Improvement Measures

• On December 3, 2025: “The Pathologies Undermining Toho HD’s Corporate Value” https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202512.pdf
• On December 3, 2025: “Final Request for the Establishment of a Third-Party Committee Based on the New Facts Set Forth in the Written Statements to Prosecutors” https://www.3dipartners.com/wp-content/uploads/toho-open-letter-to-outside-director-en-202512.pdf
• On January 16, 2026: “Specific Recommendations for Enhancing the Governance Framework” https://www.3dipartners.com/wp-content/uploads/toho-documentation-en-202601.pdf (page 18 to page 62)
• On January 29, 2026: “Letter Regarding the Next CEO Nomination Process” https://www.3dipartners.com/engagement/letter-to-tohos-nomination-committee-and-outside-directors-en-202602.pdf

Demand for Filing an Action Against Toho HD

• On December 15, 2025: “Summary of the Purpose of the Demand for Filing an Action and Legal Issues to Ensure the Effectiveness of the Investigation by the Third-Party Committee” https://www.3dipartners.com/wp-content/uploads/toho-open-letter-demand-lawsuit-en-202512.pdf
• On March 16, 2026: “Information Concerning the Audit and Supervisory Committee of Toho HD’s Decision Not to File a Lawsuit Against Current and Former Directors” https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202603.pdf

Responses to Information Requests from Toho HD

• On January 16, 2026: “Large-Scale Purchase Action Explanation Statement” https://www.3dipartners.com/wp-content/uploads/toho-documentation-en-202601.pdf (page 1 to page 17)
• On January 19, 2026: “Explanatory Materials Regarding Our Additional Acquisition of Toho HD Shares” https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202601.pdf
• On February 3, 2026: “Response to the “Request for the Provision of Necessary Information”” https://www.3dipartners.com/engagement/toho-answer-sheet-en-202602.pdf
• On March 18, 2026: “Response to the “Request for the Provision of Additional Information”” https://www.3dipartners.com/engagement/toho-answer-sheet-en-202603.pdf
• On April 17, 2026: “Response to the “Request for the Provision of Additional Information (2)”” https://www.3dipartners.com/wp-content/uploads/toho-answer-sheet-en-202604.pdf

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.