3D Submits its Response to the Third Information Request, Raising Serious Doubts Over the Repeated, Conclusion‑Driven Operation of the Takeover Defense Measures

Toho HD has formally characterized our actions—which are not intended to seize management control—as falling within the scope of its Takeover Defense Measures, giving rise to serious doubts as to the appropriateness of such treatment.

Even in the Third Information Request, it contained numerous questions that arbitrarily extracted portions of our explanations and appeared designed to steer the process toward a conclusion that had been predetermined.

We have serious concerns that the process under the Takeover Defense Measures is not a fair or objective review, but rather a conclusion‑driven operation designed to justify the activation of countermeasures.

We are compelled to conclude that Toho HD’s governance failures have reached a level that cannot be overlooked.

TOKYO--(BUSINESS WIRE)--3D Investment Partners Pte. Ltd. (“3D” or “we”) submitted its response to the “Request for Provision of Additional Information (2)” from Toho Holdings Co., Ltd. (“Toho HD”) dated April 2, 2026 (“Third Information Request”) which was issued as part of the Takeover Defense Measures process, on April 17, 2026.

Our Response to “the Request for Provision of Additional Information (2)”:
https://www.3dipartners.com/engagement/toho-answer-sheet-en-202604.pdf

With respect to our response to the Third Information Request under the Takeover Defense Measures, we would like the shareholders of Toho HD to understand the following key points.

1. It Cannot Fall Within the Scope of the Takeover Defense Measures (an “Artificially Created Emergency Phase”).
   As we have repeatedly stated, we do not intend to seize management control of Toho HD, and have consistently acted for the purpose of pure investment and, depending on the circumstances, providing advice to management and making important proposals to management.
   
   This is also evident from the fact that, in addition to having clearly communicated in our letter to Toho HD dated July 11, 2025 that we do not intend to seize management control, we submitted, as of August 8, 2025, a draft written pledge stipulating our commitment that the upper limit of the voting rights ratio of Toho HD shares held by us would be capped at 30%, and that the upper limit on our planning additional acquisitions has been set at 27%, which is below even the veto‑level threshold based on Toho HD’s asserted voting rights exercise ratio.
   
   However, under the Takeover Defense Measures, Toho HD formally defines any purchase activity resulting in a voting rights holding ratio of 24% or more as “Large‑Scale Purchases” and mechanically treats our additional acquisition plan as falling within that category. As explained above, our actions—which do not lead to the seizure of management control—cannot, in substance, constitute the “abusive Large‑Scale Purchases” that takeover defense measures were originally intended to deter. Accordingly, our actions should not, by their nature, be subject to emergency‑type takeover defense measures.
   
   The current process is being advanced in a manner whereby the management of Toho HD has deliberately proceeded without accepting the above‑mentioned written pledge, without engaging in any dialogue such as reviewing its contents, and without disclosing these facts to the shareholders, while arbitrarily creating an “emergency” phase.
   
   Accordingly, there are serious doubts as to the legitimacy of both the introduction and the operation of the Takeover Defense Measures.
   
   
2. A “Conclusion‑Driven” Request for the Provision of Additional Information Purporting to Be a Fair Process.
   As we stated above, notwithstanding the doubts surrounding the legitimacy of the Takeover Defense Measures, we nevertheless, from the standpoint of acting in good faith, submitted the “Large‑Scale Purchase Action Explanation Statement” in accordance with the process prescribed by Toho HD under the Takeover Defense Measures. In addition, although this is unusual for an investor whose purpose is pure investment, we also prepared and submitted “Specific Recommendations for the Enhancing the Governance Framework”, with the objective of improving the corporate value of Toho HD.
   
   As part of the process under the Takeover Defense Measures, Toho HD has made two prior requests for information to us (the first consisting of 67 items and the second of 37 items), and, in addition, this time has made a third request for information dated April 2nd (consisting of 12 items).
   
   However, Toho HD’s questions not only included numerous requests for excessively detailed explanations exceeding the level ordinarily required in a tender offer statement, but also included many questions that appear designed to create the impression that we are pursuing the acquisition of management control and acting solely in our own interests, as well as questions that are themselves unreasonable to pose to a shareholder that does not hold management control.
   
   Furthermore, many of the questions appeared to disregard the substance of the explanations we have repeatedly provided, and instead selectively and arbitrarily extracted only certain portions thereof in evaluating our responses, seemingly in an attempt to steer the process toward a conclusion predetermined by Toho HD.
   
   In light of this conduct by Toho HD, we cannot help but harbor serious doubts as to whether the requests for information being carried out as part of the process under the Takeover Defense Measures are intended to reject constructive engagement with us and instead to collect materials aimed at leading to a predetermined conclusion—namely, the activation of countermeasures.
   
   Nevertheless, we responded to all of the questions in good faith even under such circumstances.
   
   
3. “Conclusion‑Driven” Handling as Evidenced by the Extension of the Board Evaluation Period
   Such a “conclusion‑driven” process under the Takeover Defense Measures is clearly reflected in Toho HD’s extension of the Board evaluation period.
   
   In its announcement dated April 10, 2026, entitled “Notice Concerning Extension of Evaluation Period of Board of Directors for Large-Scale Purchase of Share Certificates, etc., of TOHO HOLDINGS, CO., LTD.,” Toho HD explains that it decided to extend the evaluation period on the grounds that it was necessary to carefully review the information provided by us, including our responses to the “Request for Provision of Additional Information (2)” sent to us.
   
   However, as discussed above, the most recent request for the provision of information once again consisted predominantly of arbitrary questions that appear to have been designed solely to steer the process toward a conclusion favorable to Toho HD. Having posed numerous such “conclusion‑driven” questions, it is far from clear how it can be considered reasonable to then extend the evaluation period on the basis that these matters would require further “careful review.”
   
   In addition, Toho HD cites, as one of the reasons for extending the evaluation period, that its new medium‑term management plan is scheduled to be announced on April 28, 2026, and that, in order for shareholders to assess the merits of the Large‑Scale Purchase, it is essential for management to present its management policies.
   
   However, as we have repeatedly explained, we are not seeking to seize management control of Toho HD, and have consistently acted for the purpose of pure investment and, depending on the circumstances, providing advice to management and making important proposals to management. Accordingly, comparison of management policies is not at issue, and the contents of Toho HD’s medium‑term management plan are inherently irrelevant to the determination of whether to activate the Takeover Defense Measures and cannot serve as a justification for extending the evaluation period.
   
   Nevertheless, the decision to extend the Board evaluation period through April 28—the date on which such medium‑term management plan is scheduled to be announced—gives rise to doubts that cannot be dispelled as to whether this constitutes a “conclusion‑driven” operation of the Takeover Defense Measures, whereby the conclusion has been predetermined and the process prolonged accordingly.
   
   
4. The True Purpose Behind the Introduction of the Takeover Defense Measures (Suspicions of “Management Entrenchment”).
   At the outset, the Takeover Defense Measures were introduced approximately two months after we shared with Toho HD written statements suggesting the involvement of the current management in past order coordination. In light of such circumstances surrounding their introduction and the relevant timeline, we cannot help but harbor serious doubts that the Takeover Defense Measures were introduced not for the purpose of enhancing corporate value or securing the common interests of shareholders, but rather for the purpose of so‑called “management entrenchment.”
   
   Such a decision‑making structure at Toho HD that prioritizes management’s own “self‑preservation,” together with a culture of concealment, is also clearly reflected in the process by which Toho HD’s Audit and Supervisory Committee reached its decision in connection with the recent shareholder demand to initiate litigation.
   
   As also stated in our presentation materials dated March 16, 2026, the Audit and Supervisory Committee conducted an evidentiary assessment that is extremely unnatural in light of ordinary practice—namely, it denied the credibility of the written statements, which had previously been treated as legitimate official evidence, on the basis of ex post interviews with the statement makers and other materials, and on that basis reached the conclusion that no breach of the duty of care could be found. Moreover, the core evaluative basis underlying that conclusion was not set out in the materials disclosed to shareholders, thereby making it difficult for shareholders to appropriately assess the reasonableness of the committee’s decision.
   
   In this manner, Toho HD has avoided pursuing accountability without squarely confronting the clear evidence represented by the written statements, while at the same time presenting shareholders with no more than the outward appearance that sufficient consideration and responses have been undertaken. Such conduct once again brings into sharp relief Toho HD’s “retreat into formalism” and its “culture of concealment.”
   
   For further details regarding the process by which the Audit and Supervisory Committee arrived at its decision not to pursue litigation, please refer to the presentation materials dated March 16, 2026, set forth below.
   
   “Information Concerning the Audit and Supervisory Committee of Toho HD’s Decision Not to File a Lawsuit Against Current and Former Directors” dated March 16, 2026: https://www.3dipartners.com/engagement/toho-presentation-material-en-202603.pdf
   
   
5. A Request to the Shareholders.
   Based on the series of exchanges in the course of the Takeover Defense Measures process, as well as the recent unreasonable decision‑making process and disclosure policy implemented by the Audit and Supervisory Committee, we are gravely concerned that the governance failures at Toho HD are more serious than we initially anticipated, and that there are also serious doubts as to the sincerity of the information disclosure to shareholders.
   
   We respectfully request that the shareholders refrain from relying solely on Toho HD’s unilateral assessments or explanations, and instead directly review the original text of the Response to the “Request for the Provision of Additional Information (2),” as well as each of the materials listed in the appended [List of Materials Disclosed by 3D Since Introduction of Toho HD’s Takeover Defense Measures], in order to gain an accurate understanding of our true intentions and the essence of the issues at hand.
   
   In addition, should you have any questions or require further clarification regarding the foregoing, please do not hesitate to contact us at the email address set forth below.
   
   [Contacts]
   3D Investment Partners Pte. Ltd.
   Email: [e-mail]

[Materials Disclosed by 3D at This Time]

• On April 17, 2026 the Response to “the Request for the Provision of Additional Information (2)”:
  https://www.3dipartners.com/engagement/toho-answer-sheet-en-202604.pdf

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

• On March 18, 2026 the Response to the “Request for the Provision of Additional Information”
  https://www.3dipartners.com/engagement/toho-answer-sheet-en-202603.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/engagement/toho-presentation-material-en-202603.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 January 29, 2026 “The Letter Regarding the next CEO Nomination Process”
  https://www.3dipartners.com/engagement/letter-to-tohos-nomination-committee-and-outside-directors-en-202602.pdf

• 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 January 16, 2026 “the Explanation Statement and Specific Recommendations for the Enhancing the Governance Framework”
  https://www.3dipartners.com/wp-content/uploads/toho-documentation-en-202601.pdf

• 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 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 December 3, 2025 “The Pathologies Undermining Toho HD’s Corporate Value”
  https://www.3dipartners.com/wp-content/uploads/toho-presentation-material-en-202512.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.