Notice Regarding Request to Provide Additional Information on Large-Scale Purchases of Share Certificates, Etc.(329 KB)

February 25, 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 Information on Large-Scale Purchases of Share Certificates, Etc." dated February 3, 2026, the Company received a response (the "Response") 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, taking into account the opinions of the Independent Committee. As a result, the Board of Directors has determined that the information provided is 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 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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February 25, 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. Following that, the Company received from 3D the Response to the "Request for the Provision of Necessary Information" (the "Written Response") on February 3, 2026, and it carefully reviewed the answers in the Written Response. As a result, 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 and the Request to Provide Necessary Information dated January 23, 2026.

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

   1. In 1-1 of the Written Response (sections in the Written Response are indicated as "1-1" etc. hereinafter) and several other places, there are descriptions such as 3D Group "does not seek short-term profits" and "with the objective of generating long-term returns." On the other hand, on pages 14 and 15 of the material titled "Maximizing Corporate Value for Toho. Holdings" dated May 27, 2025, you evaluate the verification results of the committee as unsatisfactory with respect to the contents of the implementation plan, citing the reason that the "time axis is long-term." Please provide information on what period you specifically assume for "short-term" and "long-term" mentioned in the context of returns and profits.

   2. You described the Specified Shareholder Group in 1-2, but please let us know whether it is correct to understand that Hibiki Path Advisors and the funds managed by Hibiki Path Advisors are not included in the group.

   3. In 1-3 you stated that "the current situation, in which such governance deficiencies exist, merely indicates that the market price of your company's shares is deviating from your company's intrinsic value and that its latent growth potential has not been realized," but we would like you to provide a breakdown or elaborate on why you state so.

   4. You repeatedly assert in 1-3, 2-9, and 2-16 that "the market price of the Company's shares had been at a level undervaluing such intrinsic value due to governance deficiencies at the Company. " If there is no assumption of specific corporate action, etc. including taking the Company's shares private, please provide specific details as to how the discrepancy between the market share price and the intrinsic value could be resolved only through the governance improvements you have proposed.

   5. You said in 1-3 that "in our investment track record to date, 3D Group has not acquired shares for the purpose of pursuing short-term profits in a manner that impaired the corporate value of a target company," but please tell us the purpose of investments in past cases such as Fuji Soft, Toshiba, Tohokushinsha, APAMAN, and Yaizu Suisankagaku Industry (including, but not limited to, purposes such as acquiring management control, making important proposals, and net investment purposes). Please also tell us whether there are any differences from the purpose of investment in the Company.

   6. In 1-7, 1-12, and 5-4, we understand you have not shown any specific interest or proposals regarding the Company's specific business strategies or performance improvement measures, and given that you emphasize that "enhancing corporate value" is the purpose, it seems unnatural that a vision regarding a critical business strategy and profitability improvement has not been presented, so please provide information on the reasons you are avoiding specific mention of the Company's business details and performance improvement measures. If, based on your view as stated in the Written Response that "specific measures are not something to be

      imposed by external shareholders, but rather matters that should be determined by your company's management itself," you are acquiring the Company's shares without any interest in business strategy or performance improvement, would that not mean what you call "enhancing corporate value" is not about improving the management situation but about temporarily raising the share price? Please provide specific information on your views.

   7. In 1-9, it is stated that the Specified Shareholder Group currently holds 16,023,534 shares of the Company, and 326,000 of those shares are share certificates, etc. related to corporate bond certificates with share options. However, the Held Share Certificates as stated in Amendment Report No. 15 dated August 27, 2025 are 15,543,284 shares, and 325,250 of those are share certificates, etc. related to corporate bond certificates with share options. Regarding that increase in Held Share Certificates, please provide information on the specific timing and acquisition method of acquisition by which the Specified Shareholder Group increased its holdings of the share certificates, etc.

   8. In 1-12 and 1-13, you said that you believe it is not necessary for the 3D Group to have knowledge and experience regarding the Company Group's businesses such as the pharmaceutical wholesale business or company management. However, given that the Large-Scale Purchaser is already the Company's largest shareholder and intends to further increase its holdings beyond the current ownership ratio, it seems likely that exercising voting rights in the Company or making important proposals without knowledge of the Company's management or business could have an adverse effect on the Company's corporate value and the common interests of shareholders due to erroneous judgment. Please provide information on your views regarding this point.

   9. In 1-16, you stated that a tender offer for Fuji Soft's shares was ultimately completed at JPY 9,850 per share, but according to the Amendment Report dated November 12, 2024 submitted by the Specified Shareholder Group, those shares were sold on November 6, 2024 for JPY 8,800. Please provide information about the background behind tendering shares in the tender offer by KKR when a competing tender offer was announced. In addition, according to Fuji Soft's disclosure, the Specified Shareholder Group solicited proposals to take Fuji Soft private under the Specified Shareholder Group's leadership. Please provide information about the background to that and the reasons it was excluded from the explanation in the Written Response. In addition, we understand that the process of taking Fuji Soft private led by the Specified Shareholder Group commenced without obtaining the consent of Fuji Soft's management. Please provide information on the reasons for commencing that process without obtaining the management's consent even though it is believed taking a company private has a significant impact on the corporate value of the target company and the interests of general shareholders.

   10. In the statement regarding the Fuji Soft case in 1-16, you explained that you proposed JPY 75 billion in a share repurchase as an alternative measure to taking the company private and the basis for calculating that amount. However, at that

       time, financial improvement through real estate sales etc. had not been realized. Please provide information on whether risks were considered regarding conducting share repurchase at a scale that would significantly damage financial soundness and approach the upper limit of JPY 77 billion in a distributable amount on a standalone basis. In addition, please provide information on whether there is any possibility that you would make a similarly risky proposal to the Company.

   11. In 1-16, you gave a detailed explanation of the investments in Fuji Soft and Toshiba, and in both cases, the target companies were ultimately taken private. You also explained in 1-17 that you proposed taking Tohokushinsha private. In light of those cases, it appears that in your investment strategy, taking listed companies private is positioned as a prominent option for improving corporate value and realizing the common interests of shareholders. Please provide information on whether you currently believe taking the Company private would contribute to improving its corporate value and the reasons for that, and whether there is a possibility of making a proposal to the Company in the future of taking the Company private and the reasons for that.

   12. In 1-17, you mention making a proposal to take Tohokushinsha private. Since the proposal was a proposal to take a company private by 3D Group itself, please provide information on whether you had the necessary knowledge etc. to manage that company after taking it private. In addition, we understand that you were aiming to acquire management control of Tohokushinsha, so please provide information on whether acquiring management control was the objective from when you first acquired the shares, and whether you are still considering acquiring management control of that company.

   13. According to publicly available materials, regarding the investment in Tohokushinsha, in the Amendment Report dated March 27, 2024, 3D stated that the purpose of holding shares of Tohokushinsha is "net investment and, depending on circumstances, providing advice to management and conduct Acts of Making Important Suggestions" which is similar to the holding purpose section in the Amendment Report for the Company's shares. We understand that even after making a proposal to Tohokushinsha on July 24, 2024 to conduct a tender offer for the common shares of Tohokushinsha and to take those shares private through subsequent squeeze-out procedures, you have not submitted an Amendment Report or any other document to change that purpose. In addition, in the investment in Fuji Soft where 3D solicited proposals to take Fuji Soft private, the purpose of holding shares of Fuji Soft was similarly stated as "net investment and, depending on circumstances, providing advice to management and conduct Acts of Making Important Suggestions." Please confirm whether it is correct to understand that the 3D Group considered that the acquisition proposal as clearly constituting acts of acquiring control premised on taking the companies private or your leadership of the process of soliciting proposals to take companies private are categorized within "net investment and, depending on circumstances, providing advice to management and conduct Acts of Making Important Suggestions."