Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending Sapporo Shareholders Vote “FOR” 3D Investment Partners’ Director Nominee Paul Brough

Glass Lewis Support 3D’s Proposals, Citing Sapporo’s Poor Performance, Suboptimal Corporate Governance and Slow-Moving Real Estate Business Review Process

Determines Mr. Brough’s Independence, Expertise and Credibility Would Address Material Deficiencies on Sapporo’s Board and Audit and Supervisory Committee

3D Urges Shareholders to Vote "FOR" Mr. Brough and “AGAINST” Incumbent Outside Director Makio Tanehashi to Enhance Board Oversight and Independence at this Critical Juncture

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd., the asset management company of 3D OPPORTUNITY MASTER FUND (collectively referred to as “3D”), today announced that a second independent proxy advisory firm, Glass, Lewis & Co. (“Glass Lewis”), has recommended that shareholders of Sapporo Holdings Limited (“Sapporo” or “the Company”) (2501.T) vote “FOR” the appointment of 3D’s director nominee Mr. Paul Brough at the Company’s 101st Annual General Meeting of Shareholders (the “AGM”), scheduled to be held on March 28, 2025.

In its report, Glass Lewis determined that “credible concerns regarding [Sapporo]’s historical performance and strategic execution – including with respect to critical M&A and capital allocation efforts – as well as a raft of continuing governance concerns” provide “compelling cause for investors to support [3D]’s resolutions.”

Glass Lewis joins Institutional Shareholder Services (“ISS”) in recommending that shareholders vote in favor of the election of Mr. Brough. Glass Lewis concluded he is an “independent candidate with relevant expertise” and “represent[s] a strong and decidedly low-risk addition to [Sapporo’s] board.” Glass Lewis also questioned whether incumbent Outside Director Makio Tanehashi is “well-suited to offer unambiguously independent oversight,” noting that he is “affiliated as an extension of Sapporo's legacy cross-shareholding dynamics.”

In making its recommendation, Glass Lewis noted the following:

Performance

• “[T]he Company has consistently trailed its peers across a wide range of fundamental metrics (e.g. ROE, operating profit margin, EBIT margin, revenue and EBIT growth rates), during which, as [3D] highlights, Sapporo has also routinely missed its own guidance to investors and the market more broadly…”

• “[B]ased on data going back to FY1985, the Company has never achieved its current long-term ROE target of 10%, offering a rather shaky basis on which to conclude Sapporo is, without further change, likely to transcend a lengthy history of missed guidance.”

• “[T]here appears to be very little cause for investors to conclude Sapporo's trailing performance, [without 3D]'s influence, represents a compelling bulwark for management and the board, and further do not consider there exists compelling reason for shareholders to be confident in the achievement of Sapporo's mid- to long-term objectives or in the board's ability to effectively oversee major, capital-intensive initiatives.”

Board Oversight Failures

• “[W]e share [3D’s] concern that the audit and supervisory committee is chaired by Toru Miyaishi, who is not independent.”

• “The remaining members of the audit and supervisory committee other than Mr. Miyaishi (i.e. Mr. Yamamoto and Ms. Tanouchi), though independent, do not appear to offer skill sets and expertise well suited to Sapporo's current state and intended strategic trajectory. Given the fundamentally critical nature of the audit and supervisory committee's role at this juncture, we consider this apparent skill gap — which we do not believe Sapporo directly disputes in persuasive fashion — should be disconcerting to investors, particularly given the Company's legacy misadventures in capital allocation.”

• “[A] raft of continuing governance concerns... raise meaningful doubts around Sapporo's somewhat nebulous and to-date plodding effort to reallocate capital from its large, low synergy real estate business to its underperforming alcoholic beverages business.”

• “[There is] considerable concern whether management and the board will: (i) effectively identify and pursue those alternatives which result in the greatest possible value for Sapporo; and (ii) effectively and efficiently reallocate proceeds to thoroughly due diligenced, value maximizing opportunities.”

• “[T]here exists compelling cause to conclude Sapporo's extant governance framework — including the core architecture underpinning the audit and supervisory committee and the board's ongoing review process — warrants revision at this time.”

Appointment of Mr. Paul Brough as an Outside Director

• “[Mr. Brough’s] prior history, including his time with Toshiba, establishes regional bona fides and direct familiarity with critical, time-sensitive review and engagement architecture.”

• “We… believe [Mr. Brough] would represent a strong and decidedly low-risk addition to a board which has very evidently and consistently struggled to timely appraise the most attractive alternatives available to the Company.”

Glass Lewis concluded, “[W]e believe [3D]'s proposals represent a particularly compelling opportunity to install an independent, well-qualified director credibly prepared to meaningfully contribute to critical deliberations surrounding Sapporo's strategic trajectory.”

3D is pleased that both leading independent proxy advisory firms have recognized the need to augment Sapporo’s Board with a highly qualified, independent director as Sapporo faces critical and irreversible decisions regarding the divestiture of its real estate business and the allocation of the proceeds.

3D encourages Sapporo shareholders to consider the recommendations put forth by ISS and Glass Lewis and vote FOR its proposal to appoint Mr. Brough as an outside director as a member of the Audit and Supervisory Committee, and also vote AGAINST Mr. Tanehashi’s reappointment as an outside director at the Company’s upcoming AGM.

Note: The passages in quotation marks ("") are direct quotes excerpted by 3D from the Glass Lewis report. The portions in brackets ([]) have been added by 3D for additional clarity/context. Permission to use these quotes from Glass Lewis was neither explicitly sought nor obtained.

About 3D Investment Partners Pte. Ltd.

3D Investment Partners Pte. Ltd. is an independent Singapore-based Japan focused value investing fund manager founded in 2015. 3D Investment Partners Pte. Ltd. focuses on partnering with managements who share its investment philosophy of medium- to long-term value creation through compound capital growth and a common objective of achieving long-term returns.

Disclaimer

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3D Investment Partners Pte. Ltd. and its affiliates and their related persons (“3DIP”) believe that the current market price of Sapporo does not reflect its intrinsic value. 3DIP acquired beneficially and/or economic interests based on its own idea that Sapporo securities have been undervalued and provides attractive investment opportunity and may in the future beneficially own and/or have an economic interest in, Sapporo securities. 3DIP intends to review its investments in Sapporo on a continuing basis and, depending upon various factors including, without limitation, Sapporo's financial position and strategic direction, the outcome of any discussions with Sapporo, overall market conditions, other investment opportunities available to 3DIP, and the availability of Sapporo securities at prices that would make the purchase or sale of Sapporo 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 Sapporo securities) to any degree in any manner permitted by any applicable law, and expressly disclaims any obligation to notify others of any such changes.

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