Toho Co., Ltd. · TSE:9602
Toho — Proxy Contest (August 2026)
111 slides from Toho's proxy contest presentation, Aug 21, 2026
Slide 1: Entrenchment Over Corporate Value: An Examination of Toho Holdings' Poison Pill
Entrenchment Over Corporate Value: An Examination of Toho Holdings’ Poison Pill vy MERTEN
Slide 2: 3D is an asset management company specializing in Japanese stocks
3D is an asset management company specializing in Japanese Major Investee stocks, established in 2015 Companies 01 Latest ownership Medium- to long-term value creation through Company Name Investment period1 ratio2 compound interest capital growth Toho HD From 2020 24.66% We emphasize "improvement i
Slide 3: Table of Contents
Table of Contents Executive Summary P.4 Examination of Toho HD's Poison Pill P.7 3D's Assessment of Toho HD's Claims (Excerpt) P.23 Supplementary Material P.42 Details ①: History of Dialogue with Toho HD P.43 Details ②: Process Concerns Regarding Potential Entrenchment P.49 Details ③: 3D's Assessmen
Slide 4: Executive Summary
Executive Summary 4
Slide 5: Executive Summary (1/2)
Executive Summary (1/2) Toho HD's takeover defense measures (the "Poison Pill") defend against no legitimate threat. The Pill fails to meet the requirements for invocation under the established framework of METI's guidelines, indicating that the Poison Pill raises concerns of entrenchment. ◼ The Poi
Slide 6: Executive Summary (2/2)
Executive Summary (2/2) Objective evidence cannot deny the possibility that the Poison Pill is being deployed for management entrenchment purposes. ◼ The Board lacks the sufficient independence required to prevent management from establishing the Poison Pill for self-protection; the majority of Toho
Slide 7: Examination of Toho HD's Poison Pill
Examination of Toho HD's Poison Pill 7
Slide 8: 3D has kept the percentage of voting rights below the level of veto rights
3D has kept the percentage of voting rights below the level of veto rights claimed by Toho HD so as not to raise concerns that 3D would acquire management control over the Company 1, Factual background Prior to the introduction of the Poison Pill, 3D had voluntarily submitted a draft pledge capping
Slide 9: 3D has a track record of dialogue aimed at improving corporate value
3D has a track record of dialogue aimed at improving corporate value over the course of its more than five- year investment in Toho HD, and has clarified not to engage in any actions that could damage Toho HD's corporate value or the common interests of its shareholders 1, Factual background During
Slide 10: 3D has not engaged in actions that could damage corporate value
Furthermore, 3D has not engaged in any actions that could damage corporate value or the common interests of other minority shareholders, such as forcing an exit from other investees by forcing them to acquire their own shares at a high price 1. Factual background 2. Problems with invocation The inve
Slide 11: 3D has complied with the procedures for the Poison Pill established by Toho HD
3D has complied with the procedures for the Poison Pill established by Toho HD and has responded to the fullest extent possible to all questions in the company's information requests. 3D has also voluntarily disclosed information to shareholders 1, Factual background 3D has also responded to the ful
Slide 12: Toho HD failed to disclose 3D's responses to shareholders
Meanwhile, Toho HD not only failed to disclose 3D's responses to shareholders, but also selectively quoted from them in a manner aligned with its own conclusion that invoking the Poison Pill would be appropriate - Factual background With respect to information provided by 3D, contrary to the purpose
Slide 13: Facts show the Poison Pill does not satisfy the three necessity requirements
These established facts show that the Poison Pill that Toho HD determined should be invoked does not satisfy the three requirements for necessity that should be met for invocation Requirements to establish the necessity . of invoking the Poison Pill"? Conclusion In olvesiacduisttonoy Before the Pois
Slide 14: Reference: Three requirements for necessity of the Poison Pill
Reference: The three requirements for establishing the necessity of the Poison Pill are organized based on METI's approach 2. Problems with invocation Circumstances in which invoking the Poison Pill is appropriate Requirements for establishing the necessity of invoking a Poison Pill Requirement, Nec
Slide 15: Then why did Toho HD introduce the Poison Pill? (1/2)
Then why did Toho HD introduce the Poison Pill? (1/2): 3D obtained written statements of CEO Edahiro and COO Umada through a formal, sanctioned inspection of case records, which refer to similar, previously unexamined conduct and the fact that both had been involved in and/or acquiesced in it a ec T
Slide 16: Then why did Toho HD introduce the Poison Pill? (2/2)
Then why did Toho HD introduce the Poison Pill? (2/2): Toho HD terminated its three-year dialogue with 3D by introducing the Poison Pill only two months after 3D provided the company with the written statements 1. Factual background 2. Problems with invocation 2020.7 2025.8 3D begins investing 3D ob
Slide 17: Toho HD asserts the written statements are not credible
Toho HD asserts that the written statements are not credible, claiming they "may have been prepared under leading and coercive interrogation” but... 2. Problems with invocation Toho HD's logic for denying the credibility of the written statements | Facts | "In light of his explanations regarding the
Slide 18: Denial of credibility of the written statements raises unresolved questions
..but Toho HD’s denial of the credibility of the written statements raises unresolved questions for the following three reasons 2. Problems with invocation s The litigation record appears consistent with the written statements having been admitted without apparent evidentiary dispute in the court pr
Slide 19: A majority of Toho HD's Board consists of management and non-independent directors
In addition, a majority of Toho HD's Board of Directors consists of management and outside directors who lack independence, and we believe the Board did not have a mechanism capable of preventing inappropriate use for entrenchment purposes 1. Factual background 2. Problems with invocation Of Toho HD
Slide 20: Reasons why doubts arise regarding an entrenchment purpose
Reference: We provide a more detailed explanation in the supplementary materials (p. 42 onward) regarding the doubts that the Poison Pill is for management's "entrenchment" purposes, so please review them 1. Factual background 2. Problems with invocation Reason 1. Toho HD’s management may face a str
Slide 21: After the introduction of the Poison Pill, market performance is consistent with concern
After the introduction of the Poison Pill, market performance is consistent with concern regarding the measures 1. Factual background 2. Problems with invocation Since 3D began its engagement, Toho HD's share price had outperformed However, since Toho HD introduced the Poison Pill, its share price h
Slide 22: Financial results and earnings forecasts have deteriorated
Under the current management, financial results and earnings forecasts have deteriorated, and concerns are increasingly mounting that invoking the Poison Pill would weaken discipline on management and damage corporate value 2. Problems with invocation Operating profit for the fiscal year ended March
Slide 23: 3D's Assessment of Toho HD's Claims (Excerpt)
3D's Assessment of Toho HD's Claims (Excerpt) 23
Slide 24: Poison Pill does not satisfy the three requirements for necessity
These established facts show that the Poison Pill that Toho HD determined should be invoked does not satisfy the three requirements for necessity that should be met for invocation Reproduced Requirements to establish the necessity . of invoking the Poison Pill"? Conclusion In olvesiacduisttonoy Befo
Slide 25: Toho HD reached the conclusion that invoking the Poison Pill was appropriate
Nevertheless, Toho HD reached the conclusion that invoking the Poison Pill was appropriate. When broken down, its logical structure can be summarized as follows Summary of Toho HD's logical structure for Quote from Toho HD disclosure dated April 28 determining that invocation was appropriate 1 ‘The
Slide 26: Toho HD's logical structure omits the issues that should have been addressed
Toho HD's logical structure for determining that invocation was appropriate omits the issues that should have been addressed, and therefore could not have led to a determination that invocation was appropriate Summary of Toho HD's logical structure for 1 determining that invocation was appropriate A
Slide 27: Toho HD's assertions appear inconsistent with the disclosed record (1/4)
Moreover, even examining Toho HD’s assertions, its points appear inconsistent with the disclosed record or are not sufficiently substantiated (1/4) The following slides excerpt and elaborate on the red and blue highlighted portions; for the full version including the portions It involves an acqui in
Slide 28: Toho HD's assertions appear inconsistent with the disclosed record (2/4)
Moreover, even examining Toho HD’s assertions, its points appear inconsistent with the disclosed record or are not sufficiently substantiated (2/4) It involves an acqu Breakdown of Toho HD's logical structure for Toho HD's assertion The following slides excerpt and elaborate on the red and blue high
Slide 29: Toho HD's assertions appear inconsistent with the disclosed record (3/4)
Moreover, even examining Toho HD’s assertions, its points appear inconsistent with the disclosed record or are not sufficiently substantiated (3/4) There is damage to corporate value and the common interests of shareholders Breakdown of Toho HD's logical structure for 1 : te wi, determining that inv
Slide 30: Toho HD's assertions appear inconsistent with the disclosed record (4/4)
Moreover, even examining Toho HD’s assertions, its points appear inconsistent with the disclosed record or are not sufficiently substantiated (4/4) coerciveness / Breakdown of Toho HD's logical structure for determining that invocation was appropriate is a need to secure time and nformation Toho HD'
Slide 31: Why 3D proposed the strategic review committee
Ei The reason why 3D came to propose the establishment of the strategic review committee was that the committee established by Toho HD lacked effectiveness and only conducted discussions that amounted to confirmation of the current situation The review by Toho HD’s Management Strategy Committee appe
Slide 32: Strategic review committee not structured to let 3D impose views (1/2)
El The strategic review committee proposed by 3D was not structured to allow 3D to unilaterally impose its views (1/2) Toho HD insists that the strategic review committee requested by 3D is structured to reflect 3D's intentions .. . The strategic review committee proposed by 3D was not structured to
Slide 33: Strategic review committee not structured to let 3D impose views (2/2)
El The strategic review committee proposed by 3D was not structured to allow 3D to unilaterally impose its views (2/2) Toho HD insists that the strategic review committee requested by 3D is structured to reflect 3D's intentions . . . The strategic review committee proposed by 3D had a structure that
Slide 34: 3D is consistently engaged in dialogue to improve corporate value
Bi 3D is consistently engaged in dialogue to improve corporate value, and 3D's claims have not changed repeatedly 3D consistently engages in dialogue aimed at enhancing corporate value, Toho HD insists that "3D's assertions have shifted back and forth, and the and changes in the content of the dialo
Slide 35: In the Fuji Soft case, 3D did not force Fuji Soft to go private
Gi In the case of investment in Fuji Soft, 3D did not force Fuji Soft to go private Regarding the Fuji Soft case, Toho HD asserts that 3D enforces its own will In addition to the fact that 3D did not force Fuji Soft to go private, Toho and pursues short-term profits without considering the common in
Slide 36: In the Fuji Soft case, corporate value was enhanced
5 | Furthermore, in the Fuji Soft case, corporate value was enhanced and the common interests of shareholders were realized General shareholders also have an equal opportunity to exit with a premium of 30% or more, realizing the common interests of Even after going private, Fuji Soft continues to im
Slide 37: Reference: 3D expects Toho HD to enhance value while maintaining its listing
i Reference: 3D expects Toho HD to enhance corporate value on the premise of maintaining its listing, and is not contemplating any proposal of going-private proposal . 3D has stated that it is not currently considering any proposal to take Toho Toho HD asserts that 3D's actions closely resemble the
Slide 38: 3D consistently explains its purpose as pure investment
fl 3D consistently explains the purpose of holding and additionally acquiring Toho HD as “pure investment and, depending on the situation, advice to management and making important proposals" Toho HD asserts that the true purpose of 3D lies elsewhere and that it is trying to mislead shareholders by
Slide 39: Doubts over whether the new mid-term management plan will enhance corporate value
fH There are doubts as to whether the execution of the new mid-term management plan proposed by the Toho HD management will enhance corporate value Toho HD asserts that the execution of the new MTP most contributes to enhancing corporate value and the common interests of shareholders . . . Toho HD's
Slide 40: 3D will not acquire management control, so no comparison of management plans is needed
Since 3D will not acquire management control, it does not establish a situation where METI requires Toho HD to compare the superiority or inferiority of the management plans of Toho HD and 3D Toho HD's stated grounds for invoking the the Poison Pill is that the new The present case, in which there i
Slide 41: 3D is taking measures to eliminate coerciveness
fH 3D is taking measures to eliminate coerciveness and the need to secure time and information by voluntarily disclosing corporate value improvement plans to shareholders and responding to three requests for information by Toho HD Toho HD asserts that there is insufficient information for shareholde
Slide 42: Supplementary Material
Supplementary Material 42
Slide 43: Details ①: History of Dialogue with Toho HD
Details ①: History of Dialogue w ith Toho HD 43
Slide 44: 3D began investing in Toho HD in July 2020
3D began investing in Toho HD in July 2020 based on the recognition that, although it plays an important role in supporting Japan's medical system as one of the four major pharmaceutical wholesalers, its intrinsic value is undervalued in the market @ Situation at the start of investment Toho HD is o
Slide 45: Dialogue regarding proactive governance centered on business strategy
Since starting dialogue with Toho HD, 3D has been engaged in dialogue regarding proactive governance centered on business strategy 2) 2020.7~: Start of investment @ August 2023 Recommendation to Toho HD + Presented approximately 200 pages of proposals e summarizing corporate From March 2024 March-Ju
Slide 46: Nihon University Incident deepened the dialogue on governance
However, in June 2024, it was discovered that Toho HD was involved in the Nihon University Incident. 3D had strong concerns about Toho HD's governance system, and the content of the dialogue deepened into issues of defensive governance and governance foundations 3) 2024.6~: Nihon University Incident
Slide 47: 3D obtained written statements; two months later Toho HD adopted the Poison Pill
Amid serious governance concerns, 3D obtained and shared with Toho HD a written statement indicating that current management had condoned or been involved in misconduct, including previously undetected wrongdoing. Two months later, Toho HD adopted the Poison Pill August 8, 2025 Submitted a draft of
Slide 48: Special site "Creating Corporate Value at Toho"
For your reference, please check the special site "Creating Corporate Value at Toho” for a list of past 3D disclosure materials @ Situation at the 2) 2020.7~: Start of 3) 2024.6~: Nihon 42025.8~: Written start of investment investment University Incident Statements "Creating Corporate Value at Toho"
Slide 49: Details ②: Process Concerns Regarding Potential Entrenchment
Details ②: Process Concerns Regarding Potential Entrenchment 49
Slide 50: Introducing a Poison Pill for entrenchment may be inconsistent with its purpose
Introducing or invoking a Poison Pill for entrenchment purposes may be inconsistent with the original purpose of such measures: protecting and enhancing the common interests of shareholders. Inappropriate use of Poison Pill for entrenchment purposes runs counter It has been pointed out that Poison P
Slide 51: Reasons Toho HD may be making inappropriate use of the Poison Pill
The reasons why Toho HD may be making inappropriate use of Poison Pill for management's entrenchment Reproduced * 3D, in August 2025, obtained the written statements of JCHO Bid-Rigging Case conceming CEO Edahiro and COO Umada. These written statements suggest the fact that both individuals recogniz
Slide 52: Reason 1. Management may face a structural conflict
Reason 1. Toho HD’s management may face a structural conflict in deciding whether to use the Poison Pill in circumstances involving unresolved oversight question 2. Problems with invocation Reproduced Reason 1. Toho HD’s management may face a structural conflict in de ig whether to use the Poison in
Slide 53: The written statements in the JCHO case
The written statements in the JCHO case contain statements that, if credited, indicate prior awareness of possible order coordination, failure to take preventive measures and possible similar conduct beyond the adjudicated matters 3D requested access to litigation records from the Public Prosecutors
Slide 54: Statements give rise to suspicions of breach of duty of care
The statements of CEO Edahiro and COO Umada give rise to suspicions that both breached their duty of care as prudent managers Year each case Mr. Edahiro's came to light!: Overview @ Ten pharmaceutical I Breach of duty to establish an internal control system? wholesalers formed a price Miyagi Prefect
Slide 55: Seikitokyu Kogyo shareholder derivative lawsuit precedent
In fact, in a similar case, the Seikitokyu Kogyo shareholder derivative lawsuit, the court found that the Representative Director who tacitly approved an Antimonopoly Act violation (cartel) had breached his duty of care as a prudent manager In Seikitokyu Kogyo case, the court found that the Represen
Slide 56: Two months after the written statements, Toho HD introduced the Poison Pill
Then, only two months after 3D submitted the written statements to the company to verify the facts, Toho HD proceeded to introduce the Poison Pill ") Factual background) || 2. Problems with invocation Reproduced 2020.7 2025.8 3D begins investing 3D obtains the written statements and in Toho HD confi
Slide 57: Toho HD argues the written statements lack credibility
Toho HD argues that the written statements lack credibility on the grounds that they “may have been prepared under leading and coercive questioning,” but. 2. Problems with invocation Reproduced Toho HD's logic for denying the credibility of the written statements + Damage arose from past bid-rigging
Slide 58: Denial of credibility raises unresolved questions for three reasons
Toho HD’s denial of the credibility of the written statements raises unresolved questions for the following three reasons 2. Problems with invocation s The litigation record appears consistent with the written statements having been admitted without apparent evidentiary dispute in the court proceedi
Slide 59: Written statements were admitted as evidence at the time
1: The litigation record indicates that the written statements were admitted as evidence at the time, with no apparent evidentiary dispute identified in the judgment How the written statements were obtained and facts in the litigation Consent to admission of evidence and acknowledgement of record re
Slide 60: Grounds asserted for leading and coercive questioning
2: Based on the disclosed explanation, the principal grounds for asserting that the written statements were recorded under “leading and coercive questioning” appear to be the interviews and contemporaneous schedule books of the two individuals themselves Basis asserted by Toho HD for lack of credibi
Slide 61: The prosecutor was later appointed as Toho HD's legal advisor
The prosecutor who is said to have conducted a "leading and coercive questioning" was later appointed as Toho HD's legal advisor As the prosecutor who prepared the statement, Mr. H's signature and seal Mr. H later responded to interviews regarding the Nihon University incident will be confirmed as T
Slide 62: Reason 2-1. Board lacks independence
Reason 2-1. Toho HD's Board of Directors lacks independence and is considered not to be equipped waith oversight functions against inappropriate use of the Poison Pill for entrenchment purposes 2. Problems with invocation Reproduced Reason 2. Toho HD's Board of Directors and Independent Committee ap
Slide 63: Majority of independent outside directors with substantive independence required
Generally, when determining whether to introduce or invoke Poison Pill, it is necessary that a majority of independent outside directors meet substantive independence, which is stricter than the TSE's independence standards, in order to prevent inappropriate use for entrenchment purposes Generally,
Slide 64: Majority of the Board consists of management and non-independent directors
In addition, a majority of Toho HD's Board of Directors consists of management and outside directors who lack independence, and we believe the Board did not have a mechanism capable of preventing inappropriate use for entrenchment purposes 2. Problems with invocation Reproduced Of Toho HD's nine Boa
Slide 65: Outside directors with suspected independence issues
Outside directors with suspected independence issues: Outside Director Kamoya and Outside Director Kotani largest shareholder Outside director Kamoya is from Shionogi & Co., the third Outside Director Kotani is from MSD, a business partner of Toho HD, and currently has a strong relationship with the
Slide 66: Reason 2-2. Independent Committee chaired by outside director of doubtful independence
Reason 2-2. Toho HD's Independent Committee is chaired by an outside director of doubtful independence, and the committee's recommendations are considered unable to ensure fairness 2. Problems with invocation Reproduced Reason 2. Toho HD's Board of Directors and Independent Committee appear not to h
Slide 67: Caution about legitimacy through committees without substance
In general, it is said that one should be cautious about ensuring the legitimacy of the board of directors' decisions through committees without substance However, one should be cautious about ensuring the legitimacy of the Toho HD's board of directors has explained that it has an independent board'
Slide 68: Mr. Kotani chairs the Independent Committee and the Nomination Committee
In this regard, Mr. Kotani, who chairs Toho HD’s Independent Committee, was also involved as chair of the Nomination and Remuneration Committee in the selection and reappointment process for CEO Edahiro, which may undermine confidence in the independence of the process Outside Director Kotani is fro
Slide 69: Board and Independent Committee appear not to have addressed entrenchment concerns
The Board of Directors and Independent Committee appear not to have fully addressed en hment concerns, and the information-request process conducted toward 3D could be perceived as outcome- oriented 2. Problems with invocation Reproduced Reason 2. Toho HD's Board of Directors and Independent Committ
Slide 70: Information requests to purchasers should not be excessive
In general, companies should be careful to ensure that requests for information from purchasers when determining Poison Pill are not excessive or misleading It is generally held that excessive requests for information should not be tolerated as they It is also desirable that the information requeste
Slide 71: Toho HD made broad information requests premised on a conclusion
However, Toho HD has repeatedly made broad information requests to 3D that could be perceived as premised on a conclusion that invocation is appropriate, raising concerns about whether the judgment under the Poison Pill was sufficiently objective. . . ae These questions function as a mechanism to le
Slide 72: Details ③: 3D's Assessment of Toho HD's Claims (Full)
D e t a i l s ③ : 3 D ' s A s s e s s m e n t o f To h o H D ' s C l a i m s ( F u l l ) 72
Slide 73: Overview of 3D's Assessment of Toho HD's Claims
Overview of 3D's Assessment of Toho HD's Claims 73
Slide 74: Toho HD's assertions are inconsistent with the facts or lack support (1/4)
Toho HD's assertions are all either inconsistent with the facts or lack support (1/4) It involves an acquisiti Breakdown of Toho HD's logical structure for Toho HD's assertion The following slides excerpt and elaborate on the red and blue highlighted portions; for the full version including the port
Slide 75: Toho HD's assertions are inconsistent with the facts or lack support (2/4)
oho HD's assertions are all either inconsistent with the facts or lack support (2/4) Breakdown of Toho HD's logical structure for determining that invocation was appropriate Toho HD's assertion The following slides excerpt and elaborate Meee tiee) on the red and blue highlighted portions; for the fu
Slide 76: Toho HD's assertions are inconsistent with the facts or lack support (3/4)
oho HD's assertions are all either inconsistent with the facts or lack support (3/4) on the red and highlighted portions; There is damage to corporate value and the common interests of shareholders the full version including the portions in black, see Supplementary Materials (3) (p.72~) Breakdown of
Slide 77: Toho HD's assertions are inconsistent with the facts or lack support (4/4)
Toho HD's assertions are all either inconsistent with the facts or lack support (4/4) The following slides excerpt and elaborate M-Pare te) on the red and blue highlighted portions; for the full version including the portions a need to secure time and oer eyo) | Breakdown of Toho HD's logical struct
Slide 78: Details of 3D's Assessment of Toho HD's Claims
Details of 3D's Assessment of Toho HD's Claims 78
Slide 79: Toho HD's assertions are inconsistent with the facts or lack support (1/4)
Toho HD's assertions are all either inconsistent with the facts or lack support (1/4) The following slides excerpt and elaborate on the red and blue highlighted portions; for the full version including the portions in black, see Supplementary Materials (3) (p.72~) Breakdown of Toho HD's logical stru
Slide 80: Why 3D proposed the strategic review committee
Ei The reason why 3D came to propose the establishment of the strategic review committee was that the committee established by Toho HD lacked effectiveness and only conducted discussions that amounted to confirmation of the current situation The review by Toho HD’s Management Strategy Committee appe
Slide 81: Strategic review committee not structured to let 3D impose views (1/2)
El The strategic review committee proposed by 3D was not structured to allow 3D to unilaterally impose its views (1/2) Toho HD insists that the strategic review committee requested by 3D is structured to reflect 3D's intentions .. . Reproduced The strategic review committee proposed by 3D was not st
Slide 82: Strategic review committee not structured to let 3D impose views (2/2)
El The strategic review committee proposed by 3D was not structured to allow 3D to unilaterally impose its views (2/2) Toho HD insists that the strategic review committee requested by 3D is structured to reflect 3D's intentions . . . Reproduced The strategic review committee proposed by 3D had a str
Slide 83: 3D is consistently engaged in dialogue to improve corporate value
Bi 3D is consistently engaged in dialogue to improve corporate value, and 3D's claims have not changed repeatedly Reproduced 3D consistently engages in dialogue aimed at enhancing corporate value, Toho HD insists that "3D's assertions have shifted back and forth, and the and changes in the content o
Slide 84: Inappropriate to deem a purpose not bona fide because policies are not indicated
i It is considered inappropriate to deem a purpose “not bona fide” solely because management policies are not indicated Toho HD raises questions about the “legitimacy of purpose" on the grounds that 3D does not indicate specific management policies, but... Even in acquisition cases, it is considered
Slide 85: 3D has provided advice and proposals after sincere analysis
4 Moreover, 3D has provided advice, proposals and dialogue toward enhancing Toho HD's corporate value after sincere analysis and review Even before the Poison Pill was introduced, 3D prepared detailed proposals for corporate value enhancement and disclosed them to In pursuing corporate value enhance
Slide 86: Special site "Creating Corporate Value at Toho"
For your reference, please check the special site "Creating Corporate Value at Toho” for a list of past 3D disclosure materials Reproduced @ Situation at the 2) 2020.7~: Start of 3) 2024.6~: Nihon 42025.8~: Written start of investment —_| investment University Incident _| Statements "Creating Corpor
Slide 87: In the Fuji Soft case, 3D did not force Fuji Soft to go private
Gi In the case of investment in Fuji Soft, 3D did not force Fuji Soft to go private Regarding the Fuji Soft case, Toho HD asserts that 3D enforces its own will and pursues short-term profits without considering the common interests of its shareholders . . . Reproduced In addition to the fact that 3D
Slide 88: In the Fuji Soft case, corporate value was enhanced
5 | Furthermore, in the Fuji Soft case, corporate value was enhanced and the common interests of shareholders were realized Reproduced General shareholders also have an equal opportunity to exit with a premium of 30% or more, realizing the common interests of Even after going private, Fuji Soft cont
Slide 89: 3D expects Toho HD to enhance value while maintaining its listing
i Reference: 3D expects Toho HD to enhance corporate value on the premise of maintaining its listing, and is not contemplating any proposal of going-private proposal Reproduced 3D has stated that it is not currently considering any proposal to take Toho Toho HD asserts that 3D's actions closely rese
Slide 90: 3D consistently explains its purpose as pure investment
Gi 3p consistently explains the purpose of holding and additionally acquiring Toho HD as “pure investment and, depending on the situation, advice to management and making important proposals” Reproduced Toho HD asserts that the true purpose of 3D lies elsewhere and that it is 3D consistently explain
Slide 91: 3D's proposals and actions are within the scope of pure investment
3D's proposals and actions are all within the scope of "pure investment and, depending on the situation, providing advice to management and engaging in important proposal activities Toho HD claims that, in light of 3D's actual actions, 3D's purpose is not pure investment, but... 3D's proposals and a
Slide 92: Toho HD's assertions are inconsistent with the facts or lack support (2/4)
oho HD's assertions are all either inconsistent with the facts or lack support (2/4) Breakdown of Toho HD's logical structure for determining that invocation was appropriate Toho HD's assertion The following slides excerpt and elaborate Meee tiee) on the red and blue highlighted portions; for the fu
Slide 93: 3D could not force its intentions on Toho HD
Ei In light of Toho HD's past responses, the assertion that 3D could force its intentions on Toho HD cannot stand Toho HD claims that 3D will acquire more significant influence and be able In light of Toho HD's past responses, the assertion that 3D could force its to force its intentions, but... int
Slide 94: 3D set the cap below the veto-right threshold asserted by Toho HD
El 3D set the cap on its additional acquisition below the veto-right threshold arbitrarily asserted by Toho HD, so as not to give rise to concerns at Toho HD over acquisition of control Toho HD claims that acquiring 27.17% of voting rights The 27% cap on voting rights after 3D's additional acquisiti
Slide 95: 3D has no intention of exercising veto rights
@) 3D's purpose has consistently been corporate value enhancement, and 3D has expressly stated that it has no intention of exercising veto rights Toho HD claims that 3D will exercise substantive veto rights and prevent 3D's purpose has consistently been corporate value enhancement, and it measures t
Slide 96: 3D cannot independently determine the outcome of ordinary resolutions
fl Even taking into account the voting-rights composition determine the outcome of ordinary resolutions Toho HD claims that a 27% holding is a level that could determine the outcome of ordinary resolutions, but... 3D cannot independently From the shareholder composition, 3D cannot independently dete
Slide 97: Shareholder proposals and EGMs are legitimate shareholder rights
Shareholder proposals, EGMs and campaigns are legitimate shareholder rights and do not constitute grounds for invoking Poison Pill Toho HD claims that 3D has suggested shareholder proposals, convocation All of these are legitimate shareholder rights provided for under the of an extraordinary general
Slide 98: Toho HD's assertions are inconsistent with the facts or lack support (3/4)
oho HD's assertions are all either inconsistent with the facts or lack support (3/4) The following slides excerpt and elaborate on the red and blue highlighted portior ‘the full version including the portions in black, see Supplementary Materials (3) (p.72~) Reproduced There is damage to corporate v
Slide 99: 3D has committed it will not force specific measures
fH 3D has committed that it will not force Toho HD to invoke specific measures . / 7 . 3D has expressly stated that it will not force invocation of Toho HD claims that 3D will force invocation of measures any measures, and that invocation of measures should be in pursuit of short-term profits, but..
Slide 100: Listed companies should not seek entrenchment by emphasizing qualitative value
IH It is stated that listed companies should "not seek entrenchment by emphasizing qualitative value," such as trust with business partners Toho HD claims that corporate value may be impaired due to loss of its mission as social infrastructure provider or trust with business partners, It is stated t
Slide 101: 3D is not required to have a specific management policy
fH Moreover, 3D, which does not seek to acquire management control, is not required to have a specific management policy It is considered inappropriate to deny Toho HD says that 3D has no business experience or knowledge, and “legitimacy of purpose” solely because management policies are not critici
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Slide 109: Disclaimer
Disclaimer 109
Slide 110: Disclaimer
Disclaimer This presentation and the information contained herein (collectively "this presentation") are for the purpose of exchanging views on Toho Holdings Limited ("Toho HD"). 3D Investment Partners Pte. Ltd. is the investment manager of funds ("3D Funds") that hold shares in Toho HD. This presen
Slide 111: Disclaimer
Disclaimer Although 3DIP believes the information contained in this presentation to be accurate and reliable when made, 3DIP makes no representation or warranty, express or implied, as to the accuracy, completeness or reliability of those statements or any other written or oral communication it make