Note: This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
January 16, 2026
Company name: TOHO HOLDINGS CO., LTD. Representative: Hiromi Edahiro, Representative
Director, President and CEO (Securities Code: 8129 (TSE Prime Market))
Inquiries: Makoto Kawamura
Executive Corporate Officer and General Manager, Corporate Strategy Division
Phone: +81-03-6838-2803
Notice of Receipt of a Large-Scale Purchase Explanation Related to Large-Scale Purchases of Share Certificates, Etc.The Company hereby gives notice that it received a large-scale purchases explanation (the "Explanation") related to large-scale purchases of the Company's share certificates, etc. from 3D Investment Partners Pte. Ltd. ("3D") on January 16, 2026.
The Explanation states that CITCO TRUSTEES (UT) LIMITED AS TRUSTEE OF 3D ENDEAVOR MASTER FUND - II (the "Acquirer"), for which Citco Trustees (UT) Limited, to which 3D provides discretionary investment management services, acts as trustee, will acquire shares of the Company (the "Acquisition") with the upper limit of the number of shares of the Company to be acquired being 1,537,200 shares. According to the Explanation, 3D and others (collectively, the Acquirer, 3D, and the funds to which 3D provides discretionary investment management services, hereinafter the same) decided to set the upper limit of the voting rights ratio of 3D and others after the Acquisition at 27% and set the upper limit of 1,537,200 shares by deducting the number of shares held by the Acquirer as of the submission date of the Explanation (16,023,534 shares) from the number of shares equivalent to the ratio of voting rights of 27% (17,560,700 shares).
The acquisition price for the Acquisition is to be the market price because the Acquisition will be conducted through a market transaction.
It is expected the Acquisition will be conducted (i) if the opinion of the Board of Directors of the Company is in support of the Acquisition, (ii) if the Board of Directors of the Company does not give an opinion on the Acquisition, or (iii) if the Board of Directors of the Company opposes the Acquisition and (a) a Shareholders'
Intent Confirmation Meeting is not held within two months or (b) a Shareholders' Intent Confirmation Meeting is held within two months and a proposal for countermeasures is not adopted.
In addition, it is expected the Acquisition will commence if the following conditions precedent are satisfied or waived.
A reason for withdrawal of the tender offer as prescribed in the proviso of Article 27-11, paragraph (1) of the Financial Instruments and Exchange Act and Article 14 of the Order for Enforcement of the Financial Instruments and Exchange Act has not arisen.
Circumstances that would reasonably justify cancelling the commencement of the Acquisition, such as the commencement of a tender offer for the Company's shares, have not occurred.
The organ that is responsible for making decisions on the execution of operations of the Company has not made a decision on the distribution of surplus or the acquisition of treasury shares.
All procedures for permissions and approvals in and outside of Japan that are necessary for the implementation of the Acquisition (including, without limitation, procedures based on foreign investment regulations) have been completed or the Acquirer has determined that it is reasonably expected that they will be completed.
No litigation or other proceedings seeking to restrict or prohibit the Acquisition are pending before any judicial or administrative organ, no judgment or decision by any judicial or administrative organ restricting or prohibiting the Acquisition has been made, and there is no specific likelihood of any of the foregoing.
Going forward, the Company intends to request that the Acquirer provide information considered necessary for the shareholders to determine whether to accept the large-scale purchase at the Shareholders' Intent Confirmation Meeting within five business days (excluding the first day) from January 16, 2026, which is when the Explanation was received, in accordance with the response policy regarding large-scale purchases of the Company's share certificates, etc. introduced by the Company on October 31, 2025 (the "Response Policy").
We respectfully request that our shareholders pay attention to future disclosures of information by the Company.
For details of the Response Policy, please refer to the "Notice of the Introduction of a Policy Against Large-Scale Purchases of Share Certificates, etc. of TOHO HOLDINGS CO., LTD. in Response to the Large-Scale Purchase, etc. of its Shares by 3D Investment Partners Pte. Ltd." announced by the Company on October 31, 2025.