3D Investment Releases White Paper Presentation, Manga (Comic), and Dedicated Website to Call On Shareholders to Vote “AGAINST” Toho HD’s Proposed Poison Pill Invocation at the June AGM

The Poison Pill defends against no legitimate threat; 3D's acquisition of additional shares is not aimed at seizing management control, nor does it impair corporate value or the common interests of shareholders.

The Board lacks the sufficient independence required to prevent management from abusing the Poison Pill for self-protection. Notably, this Pill was introduced just two months after 3D surfaced suspected, repeated misconduct (bid-rigging) by incumbent executives.

The Poison Pill endorses that entrenchment and weakens managerial discipline, locking shareholders into recent underperformance and a flawed new mid-term plan.

TOKYO--(BUSINESS WIRE)--A fund to which 3D Investment Partners Pte. Ltd. (together with the funds, “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 3D currently holds approximately 24% of the voting rights.

Today, 3D published a comprehensive White Paper in presentation format (“Presentation”) calling on shareholders to vote AGAINST Toho HD’s Proposal 4 (Gratis allotment of stock acquisition rights) at the upcoming 78th Annual General Meeting of Shareholders (“AGM”) to be held on June 26, 2026. Proposal 4 asks shareholders to approve the implementation of takeover defense measures (the “Poison Pill”).

Presentation “Entrenchment Over Corporate Value: An Examination of Toho Holdings’ Poison Pill”:
https://www.3dipartners.com/engagement/toho-presentation-material-en-202605.pdf

To ensure all shareholders are fully informed, 3D has also launched a dedicated website compiling all related disclosure materials to date, alongside an explanatory manga (comic) tailored for individual shareholders.

Dedicated website “Creating Corporate Value at Toho”:
https://www.compoundtoho.com/en

Manga (comic) shipped to individual shareholders “Toho HD’s Current Situation in 5 Minutes” (Japanese only):
https://www.3dipartners.com/engagement/toho-manga-jp-202605.pdf

Key Points Detailed in the Presentation:

As detailed in the Presentation, Toho HD’s Board introduced the Poison Pill in October 2025—without obtaining prior shareholder approval—only two months after 3D shared written statements obtained through a formal, sanctioned inspection of case records, which surfaced incumbent management’s involvement in systemic compliance breaches. As these statements directly informed the governance concerns that 3D had been engaging with for years, 3D shared this information, yet the Board responded by abruptly terminating dialogue and introducing the Poison Pill. 3D believes that invocation of the Poison Pill is inappropriate for the following reasons:

1. The Poison Pill Defends Against No Threat Under the Established Framework

3D has consistently communicated to Toho HD that it has no intention of seizing management control. Prior to the introduction of the Poison Pill, 3D voluntarily submitted a draft of a legally binding written pledge to cap its voting rights at a maximum of 30%.

However, Toho HD declined to receive the pledge and refused to discuss its content. Without disclosing the existence of this pledge to its shareholders, Toho HD introduced the Poison Pill two months later. In response, 3D further demonstrated its commitment by voluntarily capping its post-acquisition voting rights ratio at 27% (inclusive of existing holdings). This revised cap is intentionally set below both the mandatory TOB threshold (30%) and Toho HD’s own alleged veto-power level (27.17%) to eliminate any purported concerns regarding a seizure of management control.

Furthermore, throughout its investment history, 3D has never engaged in any actions that could damage corporate value or the common interests of other minority shareholders [2]. Specifically, regarding Toho HD, 3D's extensive engagement has been designed with deep respect for, rather than disruption of, the company’s crucial role as a social infrastructure, without any intention of forcing its proposals [3]. To ensure maximum market clarity, 3D has voluntarily disclosed to shareholders several hundred pages of materials to provide absolute transparency and eliminate any potential pretext of "coerciveness" [4], including:

• A comprehensive 230-page corporate value enhancement plan (2023)(Japanese only), detailing substantive measures for profitability improvement, asset optimization, and disciplined capital allocation;
• Extensive governance improvement proposals (since 2024), aimed at strengthening oversight and alignment with shareholder interests; and
• Exhaustive responses to Toho HD’s information requests regarding the Poison Pill, addressing more than 100 questions within a mere two-month window.

On the other hand, Toho HD has withheld 3D’s full comprehensive responses to the shareholders to date, with the Board selectively extracting fragments out of context to construct a misleading narrative and justify the invocation in its April 28 and May 8 materials.

Consequently, under the established framework in Japan—where the legitimacy of a Poison Pill requires the genuine threat of management control seizure, impairment of corporate value, and structural coerciveness [1][4]—this Poison Pill is inherently unnecessary. Additional share acquisition by 3D do not pose any risk of management control seizure, nor do they impair corporate value and the common interests of shareholders. Furthermore, 3D's proactive, exhaustive disclosures have effectively ungrounded any potential concerns regarding coerciveness.

2. The Board Lacks Independence to Prevent Management from Abusing the Poison Pill

Of even greater concern is that the majority of Toho HD’s Board seats are occupied by non-independent directors. The Board, which retains ultimate decision-making power over any recommendations made by the Independent Committee, fundamentally lacks the independence required [5] to prevent management from abusing the Poison Pill.

3D is deeply concerned that the true motive behind this unnecessary Poison Pill is to insulate incumbent management—whose tacit approval of or involvement in bid-rigging was recently surfaced by 3D—from accountability, effectively acting to entrench itself.

3. Endorsing Entrenchment Would Impair Management Discipline and Corporate Value

If the invocation of the Poison Pill is approved at the AGM, this management entrenchment will receive a formal endorsement. This will inevitably result in a severe loss of managerial discipline, ultimately impairing Toho HD’s corporate value and the common interests of shareholders.

Indeed, since the Poison Pill was introduced, Toho HD’s share price has significantly underperformed both TOPIX and its peer average (Figure 1), demonstrating that the market views the Poison Pill as value-destructive.

Moreover, several recent developments further heighten the concern that invoking the Poison Pill would erode management discipline. Most of the numerical targets in the new medium-term management plan announced on April 28 by current executives merely maintain recent results or recycle targets from the previous, underachieved medium-term plan. Additionally, the latest financial results and earnings forecasts announced on May 13 were disappointing, falling well below analyst consensus.

Conclusion

We ask all shareholders to review the details in our Presentation and vote AGAINST the Poison Pill proposal (Proposal 4) at Toho HD’s upcoming AGM.

[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]

[1] In Japan, the three requirements for establishing the necessity of the Poison Pill based on METI's approach are: (1) the acquisition of management control, (2) the impairment of corporate value and the common interests of shareholders, and (3) the existence of coerciveness [3] or a structural need to secure time and information. Please see Page 13-14 of the Presentation for more information.
[2] Specifically, 3D has never engaged in any greenmailer tactics, scorched-earth defenses, asset misappropriation, or any actions aimed at forcing excessive dividend payouts in the examples that Toho HD mentioned in its disclosures. Please see Page 10 of the Presentation for more information.
[3] As detailed in its response to the information request by Toho HD, 3D expressly affirmed that it has no intention of forcing any destructive measures, such as excessive sale-and-leaseback transactions or the divestment of real estate and other core assets. 3D also explicitly stated to Toho HD that: "3D Group fully recognizes and respects that the source of your company’s corporate value lies in the fact that your company’s core business—the pharmaceutical wholesale business—constitutes an extremely important social infrastructure supporting Japan’s healthcare system, and that it possesses very high value‑added functions." Please see Pages 99-100 of the Presentation for more information.
[4] Coerciveness is defined by Toho HD as “not providing sufficient information or time to consider from 3D, forcing shareholders to sell due to concerns about acquiring effective management control or damaging corporate value.” Please see Page 24 and 41 of the Presentation for more information.
[5] The Ministry of Economy, Trade and Industry (METI) explicitly states in its guidelines that,　when making judgments regarding a Poison Pill, it is desirable for independent outside directors to constitute a majority of the board. METI further emphasizes that determining this independence requires "substantive independence" considering the individual circumstances of each case—a standard far more stringent than the general criteria set by the Tokyo Stock Exchange (TSE). Please see Page 19 and 63 of the Presentation for more information.

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.