Publication of 3D's Views on Toho Holdings' FAQs

Toho HD's FAQs presents no specific evidence to rebut 3D's disclosures in its responses to any of its 17 questions; rather, through the concealment of important information and explanations contrary to fact, it further deepens the suspicion that the Poison Pill is being invoked for the purpose of entrenchment

We respectfully ask shareholders to review the Materials (as defined below) and 3D's publicly disclosed materials and to vote against Proposal No. 4 at the Annual General Meeting of Shareholders

TOKYO--(BUSINESS WIRE)--The funds for which 3D Investment Partners Pte. Ltd. provides discretionary investment management services (3D Investment Partners Pte. Ltd. and such funds are collectively referred to as "3D") have, since first investing in Toho Holdings Co., Ltd. (TSE: 8129; "Toho HD") in July 2020, continuously held the company's shares, and 3D is currently a shareholder of Toho HD holding approximately 24% of its voting rights.

Today, 3D published its views on all 17 questions of the "FAQs Regarding the 78th Annual General Meeting of Shareholders" (the "FAQs") that Toho HD published as of June 9, 2026 (a document presenting such 3D’s views, "Materials"). In none of its 17 questions do the FAQs present specific evidence to rebut 3D's disclosures, which are based on primary sources.

Materials "3D's Views on Toho HD's FAQs (June 9) Regarding the Invoking of the Poison Pill":https://www.3dipartners.com/engagement/toho-presentation-material-en-202606.pdf

Key Points

1. Toho HD has not identified a single part of 3D's disclosures as erroneous; rather, it is Toho HD itself that gives explanations contrary to the facts

• Toho HD's claim (Q1 and Q17): 3D's disclosure materials contain content that is contrary to the facts
  → 3D's View: All of 3D's disclosures are based on primary sources, with the sources clearly identified. Toho HD has not identified a single instance of "which 3D’s statement is contrary to the facts," and the very label of "contrary to the facts" is itself a subjective opinion without grounds.
• Toho HD's claim (Q10 and Q11): The existence of undiscovered misconduct is entirely groundless, and the credibility of the written statements is low
  → 3D's View: The "existence of undiscovered misconduct" is the exactly quoted from the written statements of CEO Edahiro and COO Umada themselves. It is the categorical assertion that this is "entirely groundless" that is contrary to the facts.

2. Toho HD justifies the invoking of the Poison Pill through the concealment of important information and a conclusion-first operation of the process, and has failed to dispel the suspicion of an entrenchment purpose

• Toho HD's claim (Q4 and Q5): "Securing time and information" is necessary, and there is no fact of having concealed the draft of the Written Pledge
  → 3D's View: The draft of the Written Pledge submitted by 3D, capping its voting rights at 30%, is extremely important information that directly bears on the assessment of the "buy-up risk" and the "presence or absence of coerciveness" asserted by Toho HD, and it is Toho HD itself that has failed to disclose it to shareholders, together with 3D's responses (144 pages in total).
• Toho HD's claim (Q13): 3D's provision of information is insufficient
  → 3D's View: 3D has answered all of the 116 questions in the information provision requests and has published 398 pages of corporate value enhancement measures. Toho HD has made endless information provision requests, including demanding that 3D, which will not seize management control, present a management policy; however, METI's "Guidelines for Corporate Takeovers" (2023) expressly state that this is not desirable.
• Toho HD's claim (Q7 and Q12): Because the recommendation of the Independent Committee will be respected, the Poison Pill will not be abused for entrenchment purposes.
  → 3D's View: The chair of the Independent Committee came from MSD, a business partner of Toho HD, and still maintains an ongoing relationship with it, and therefore lacks substantive independence.
• Toho HD's claim (Q8 and Q9): The presentation of the written statements and the introduction of the Poison Pill is entirely unrelated, and the Poison Pill is not for the purpose of entrenchment
  → 3D's View: The explanation that the Poison Pill is "not for the purpose of entrenchment" is nothing more than an assertion without any grounds whatsoever. In fact, the introduction of the Poison Pill came a mere two months after the presentation of the written statements, and it is CEO Edahiro and COO Umada themselves, who the written statements suggest are suspected of breaching the duty of due care of a prudent manager, who determined that invocation was appropriate.
• Toho HD's claim (Q14 and Q15): Toho HD has sincerely considered 3D's positions and proposals and has continued dialogue even after the introduction of the Poison Pill
  → 3D's View: The series of events, namely the refusal to accept the Written Pledge, the non-disclosure of 3D's responses (144 pages in total), and the selective quotation of its responses, is irreconcilable with the explanation that Toho HD has "sincerely considered 3D's positions and proposals." Moreover, the allegation that "3D is misleading shareholders" is merely vague, lacking any identification of which part of which disclosure is misleading.

3. The "risk of impairment of corporate value by 3D" is nothing more than a groundless claim made through a post hoc change in the standard; what the market assesses as value-impairing is, rather, the Poison Pill

• Toho HD's claim (Q2 and Q3): 3D will come to hold a substantive veto and will acquire strong influence
  → 3D's View: The 27% acquisition cap was set so as to fall below the veto threshold (27.17%) that Toho HD itself indicated at the time of introduction of the Poison Pill. To nonetheless assert that 3D "will acquire a substantive veto" is a post hoc change in the standard that Toho HD itself indicated, and is a conclusion-first operation premised on the conclusion that the invocation is appropriate.
• Toho HD's claim (Q6): There is a risk that corporate value and the common interests of shareholders will be impaired
  → 3D's View: This rests on nothing more than the double assumption of a "possibility of forcing" and a "risk of impairment"; neither a concrete mechanism by which impairment would arise nor its probability has been shown.
• Toho HD's claim (Q16): The current share price is partly attributable to the market having assessed 3D as an investor pursuing short-term gains
  → 3D's View: If this claim were correct, the share price should have risen upon the introduction of the Poison Pill. However, in fact, the share price, which significantly outperformed the peer average and TOPIX during the period of engagement with 3D, turned to underperformance after the introduction of the Poison Pill; what the market assesses as value-destructive is not 3D but the introduction of the Poison Pill.

For a detailed account of 3D's views on all 17 questions of Toho HD, including those above, please refer to the Materials.

3D encourages shareholders to review its materials, all of which are available at https://www.compoundtoho.com/en, and to vote AGAINST Proposal 4 at the Company’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]

(Disclaimer)

This press release (including the attached materials; the same applies hereinafter) is for informational purposes only and does not solicit the purchase or sale of any securities or investment products, nor does it constitute professional advice or investment advice. Furthermore, this press release may not be relied upon by any person for any purpose whatsoever and should not be construed as investment, financial, legal, tax or any other advice.

3D Investment Partners Pte. Ltd. and its affiliates and their respective related persons (collectively, "3DIP") believe that the recent share price of Toho Holdings Co., Ltd. (hereinafter "Toho HD") does not reflect its intrinsic value. 3DIP has purchased the beneficial ownership and/or economic interest in these securities under its own view that, at the time of purchase, the securities of Toho HD were undervalued and offered an attractive investment opportunity, and may continue to hold beneficial ownership or have an economic interest in them in the future. 3DIP intends to review its investment in Toho HD on a continuing basis and, depending on various factors, such as Toho HD's financial position and strategic direction, the outcome of discussions with Toho HD, overall market conditions, other investment opportunities available to 3DIP, and the possibility of executing purchases or sales of Toho HD's securities at prices desired by 3DIP, may at any time (through open-market or private transactions), to the extent permitted by applicable laws and regulations, freely sell, purchase, cover, hedge, or otherwise change the form or substance of its investment (including investments in Toho HD's securities). 3DIP also expressly disclaims the existence of any obligation to notify others of any such changes.

3DIP makes no representation or warranty, whether express or implied, as to the accuracy, completeness or reliability of the information contained in this press release (including quotations from news coverage or other publicly available third-party sources (the "Third-Party Materials")). Furthermore, the information contained in this press release is not intended to be a complete description or summary of the securities, markets or developments referred to in this press release. 3DIP expressly disclaims any and all responsibility or liability for any loss of any person arising from the use of or reliance on this press release or all or any part of its contents, or otherwise arising in connection with this press release. 3DIP hereby expressly states that it assumes no obligation to provide updates or additional information regarding the contents of this press release, or to correct any inaccuracies in the information contained in this press release.

3DIP hereby expressly states that, by reason of expressing its own evaluations, estimates and opinions, or otherwise engaging in dialogue with shareholders, through this press release, it has no intention or agreement to be treated as a joint holder (kyodo-hoyusha) as defined under the Financial Instruments and Exchange Act of Japan or as a closely related party (missetsu-kankeisha) as defined under the Foreign Exchange and Foreign Trade Act; that it has no intention to permit 3DIP or any third party to exercise by proxy the voting rights held by other shareholders, or to accept any authority to represent shareholders, with respect to the exercise of such voting rights; and that it has no intention to solicit, encourage, induce or request that such voting rights be exercised by proxy.

3DIP does not intend to propose, by itself or through other shareholders of Toho HD, at a general meeting of shareholders of Toho HD, the transfer or abolition to a third party of the business or assets of Toho HD and its group companies. Furthermore, 3DIP has no intention or purpose of engaging in any conduct that would make the continuous and stable conduct of the business of Toho HD and its group companies difficult.

This press release may include quotations from Third-Party Materials. Permission to quote these Third-Party Materials 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 hold views differing from, 3DIP. The quotation of 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 author or publisher of the Third-Party Materials endorses or concurs with the views expressed by 3DIP on the relevant matters. The Third-Party Materials are also not representative of all relevant news coverage or views expressed by other third parties on the stated issues.

In respect of information prepared by 3DIP (and not otherwise attributed to any other party) that 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, the Japanese-language version shall prevail unless otherwise expressly indicated.

Please note that this press release organizes, by way of example, only some of the issues regarding Toho HD's consideration or judgment, and 3DIP's assertions are not limited to these. Furthermore, the opinions of 3DIP in this press release do not present a definitive view on Toho HD's consideration or judgment, and do not in any way limit the legal assertions that 3DIP may make.