Notice Regarding Re-Request to Provide Additional Information on Large-Scale Purchases of Share Certificates, Etc.(269 KB)

April 2, 2026

To whom it may concern:

Company Name TOHO HOLDINGS CO., LTD.

Corporate Representative

Hiromi Edahiro, Representative Director, President and CEO (Prime Market of Tokyo Stock Exchange Securities Code: 8129)

Contact: Makoto Kawamura, Executive Corporate Officer and General Manager, Corporate Strategy Division (TEL: 81-3-6838-2803)

As announced in the "Notice on Receipt of Response to Request to Provide Additional Information on Large-Scale Purchases of Share Certificates, Etc." dated March 18, 2026, the Company received a response (the " Response (2)") from 3D Investment Partners Pte. Ltd. ("3D") on the same date regarding the Company's request for information concerning the large-scale purchase of the Company's share certificates, etc. by 3D (the "Large-Scale Purchase").

The Board of Directors of the Company has carefully considered the information provided by 3D in the Response (2), taking into account the opinions of the Independent Committee. As a result, the Board of Directors has determined that the information provided to date (including the information in Response (2)) remains insufficient for the shareholders to make a determination in light of factors such as the content and manner of the Large-Scale Purchase. Accordingly, the Company hereby announces that it has further requested 3D to provide additional information.

The details of the information requested are as set forth in the Appendix. After considering the information provided by 3D in response to this request, if the Company's Board of Directors reasonably judges that the information remains insufficient for the shareholders to make a determination in light of factors such as the content and manner of the Large-Scale Purchase (in making that judgment, the Company will give maximum respect to the opinion of the Independent Committee), the Company may request 3D to provide further necessary additional information.

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April 2, 2026

To: 3D Investment Partners Pte. Ltd.

TOHO HOLDINGS CO., LTD.

Following the receipt of the Explanation from 3D on January 16, 2026, the Company requested the Large-Scale Purchaser on January 23, 2026 to provide the Necessary Information in accordance with the response policy regarding large-scale purchase of its share certificates, etc. introduced by the Company on October 31, 2025. After receiving from 3D on February 3, 2026 the Response to the "Request for the Provision of Necessary Information" (the "February 3 Response"), the Company carefully reviewed the contents of the February 3 Response but determined that the information received was insufficient to make a determination, so it requested that 3D provide additional information on February 25, 2026. Following that, after receiving from 3D on March 18, 2026 the Response to the "Request for the Provision of Additional Information" (the "March 18 Response" and, together with the February 3 Response, the "Responses"), the Company carefully reviewed the matter while also taking into account the contents of the March 18 Response. As a result, even taking into account the contents of the March 18 Response, the Company determined that the information received in the Written Response is insufficient for the shareholders to decide whether to accept the Large-Scale Purchase in light of the content and manner of the Large-Scale Purchase, so the Company requested the provision of additional information as described in the attachment after taking into account the opinion of the Independent Committee.

Terms not otherwise defined in this Letter have the definitions set out in 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, the Request to Provide Necessary Information dated January 23, 2026, and the Request to Provide Additional Information dated February 25, 2026.

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Attachment

1. Details of the Large-Scale Purchaser and its Group

   1. In 1-3 of the March 18 Response, it is stated that "[w]e believe that, in order for the intrinsic value of your Company to be realized, it is first necessary to prevent damage to corporate value from unforeseen circumstances. To that end, it is important to achieve both emergency response and strategic oversight, and to evolve your Company's board of directors into a board worthy of market trust. Thereafter, it is important to develop defensive governance that eliminates structural conflicts of interest and eradicates the breeding ground for misconduct." Please explain specifically what you mean by "structural conflicts of interest."

   2. In 1-8 of the March 18 Response, 3D explains that it is clear that 3D has not influenced the Company's decision-making given that the Company has refused to establish a third-party committee, the Company introduced takeover defense measures and submitted a request for the provision of information, and the Company claims to have obtained the support of an overwhelming majority of shareholders on the basis that Mr. Edahiro was reappointed without the existence of a written statement being disclosed. However, as there appears to be a leap of logic between those reasons and the assertion that 3D has not influenced the Company's decision-making, please provide a specific explanation of this (do you assert that the Company has been able to make decisions contrary to 3D's wishes on these matters?).

   3. In 1-9 of the March 18 Response, regarding the privatization of Fuji Soft, 3D explains that "we did not solicit proposals for the privatization of Fuji Soft, but instead solicited proposals for improving the corporate value of Fuji Soft." However, in the Tender Offer Registration Statement on September 5, 2024 by FK Co., Ltd., all of whose shares are indirectly held by a KKR fund, it is stated that Fuji Soft "received a letter from 3DIP stating that it will implement a process to solicit from potential investors measures to enhance its corporate value by taking the Target Company Shares private, led by 3DIP ("3DIP Process"). The letter also mentioned that a right of first refusal concerning the capital policy related to the Target Company Shares owned by 3DIP would be granted to potential investors that have passed the 3DIP Process" (emphasis added). If the statements in the Tender Offer Registration Statement are true, it would be inevitable to say that 3D solicited measures to enhance corporate value through privatization, that is, proposals for privatization, so we ask that you provide a specific explanation of the facts regarding this point.

   4. In 1-9 of the March 18 Response, regarding the privatization of Fuji Soft, 3D explains that because Fuji Soft's management "showed reluctance to conduct such a process themselves," 3D "alternatively" solicited proposals and "confirmed the intent of Fuji Soft's management that 'as Fuji Soft's management, we do not object to 3D soliciting proposals and submitting the results.'" Based on that statement, it would appear more natural and reasonable to conclude that Fuji Soft's management did not in fact consent to 3D conducting the process, and that 3D conducted the

      process against the wishes of the management. Please share your thoughts on this point.

   5. In 1-10 of the March 18 Response, regarding 3D's proposal to Fuji Soft (share buyback of JPY 75 billion), it is explained that since the amount was lower than the share buyback of JPY 100 billion or more that Fuji Soft had set out in its medium-term management plan, it was determined to be an amount that could be covered without any problem. However, while the target amount set out by Fuji Soft was to be achieved over the four-year period of the medium-term management plan, 3D's proposal set a timeframe of one year following the conclusion of the general meeting of shareholders, and given the discrepancy in those achievement periods, we believe that a simple comparison based solely on the amounts is not appropriate. Please share your thoughts on this point.

   6. In 1-11 of the March 18 Response, 3D explains that "at this time" it is not considering a proposal to take the Company private. Regarding the reservation implied by "at this time," please explain specifically under what circumstances 3D might make a proposal to take the Company private.

   7. In 1-12 of the March 18 Response, regarding the proposal to take Tohokushinsha private, 3D's explanation is premised on the fact that "there was a concern that the company's ratio of tradable shares had fallen below 25%, triggering the delisting criteria of the Tokyo Stock Exchange Standard Market." However, based on the company's public disclosures, we understand that the reason there were concerns that Tohokushinsha's ratio of tradable shares had fallen below 25% and triggered the delisting criteria at the time of the privatization proposal was that, as a result of 3D acquiring 10% or more of Tohokushinsha's shares, those shares held by 3D were excluded from the tradable shares. Please share your thoughts on this point.

2. Purpose, Method, and Details of the Large-Scale Purchase

   1. In 2-1 of the March 18 Response, 3D asserts that addressing the governance deficiencies of the Company will improve the current situation in which the market price deviates from the intrinsic value, and cites improved profitability as the basis for that improvement. Please give a specific explanation of how 3D expects profitability will be improved.

   2. In 2-9 of the March 18 Response, it is stated that "however, 3D will take care to ensure that the other shareholders will not suffer any disadvantage from a decline in the market price (deterioration in investment returns) as a result of 3D making a large-scale sale of shares of the Company in the market, etc. For these reasons as well, 3D places the medium- to long-term enhancement of the corporate value of portfolio companies as its primary objective. By enhancing the corporate value of portfolio companies, the common interests of the shareholders of those companies will also be enhanced and the market prices will be maximized, so we believe that 3D should support the enhancement of the corporate value of its portfolio companies." Please explain specifically how the risk of share price fluctuations

      associated with 3D's sale of shares of the Company will be mitigated by 3D's support for enhancing the corporate value of the Company.

   3. In 2-12 of the March 18 Response, regarding the strategic review committee proposed by 3D, it is stated that "the members of the committee are also expected, with your Company's agreement, to be persons independent from both 3D and your Company, and it was also made clear that 3D would not be involved in the selection of advisors. Therefore, in terms of system design, the structure was such that 3D could not be substantively involved in your Company's management decisions or strategic examination process." However, the letter to the Board of Directors received from 3D on October 6, 2025 requesting the establishment of a strategic review committee stated that 3D wished to have "at least two external experts recommended by 3D formally appointed as members of the strategic review committee, with one of them designated as chair of the strategic review committee." In addition, it stated that two working groups with "restructuring of the industry" and "capital allocation" as their areas of examination should be established alongside the committee, and that 3D wished to have "the head of each working group be a person recommended by 3D, as the head should be someone with the necessary knowledge and experience in the relevant area of examination and the ability to lead discussions from an objective standpoint." That letter thus demanded that 3D's nominees be installed as the chair of the committee and the heads of the working groups. Given those demands, we believe it cannot be denied that the structure would effectively involve 3D in the Company's management decisions and strategic examination process. Please share your thoughts on this point.

1. Policy Regarding Exercise of Rights After Completion of the Large-Scale Purchase, Management Policy of the Company and the Company's Group Companies

   1. In 5-1 of the March 18 Response, regarding 3D's explanation that 3D "has no plans to exert any particular influence over the Company's management policies by controlling the Company's management," in response to the Company's question on whether the intent was to exert influence on the Company's management policies by means other than acquiring "management control," 3D responded that this was not the case. However, reviewing the content of that response, 3D anticipates making important proposals and exercising shareholder rights, but it takes the position that whether to adopt those proposals will be left to the independent judgment of the Company's board of directors, and that this will ultimately not have a material influence on the Company's "management control." On that premise (and taking into account 3D's past conduct toward the Company), it would appear that 3D does not intend to acquire "management control" but does intend to exert influence over management policies. Please explain 3D's position on this once more.

   2. In the document titled "The Pathologies Undermining Toho HD's Corporate Value" published by 3D on December 3, 2025, it is asserted that the Company's "abandonment of negotiating power" and "resignation from improvement" are damaging the Company's corporate value. The business practices that 3D identifies such as lump-sum price contracts, unsettled contracts and provisional deliveries,