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Results of the Board of Directors’ Evaluation of the Large-Scale Purchase Actions, etc., by 3D and Confirmation of Shareholders’ Intent Regarding the Implementation of Countermeasures —Toward the Medium- to Long-Term Improvement of Corporate Value and Protection of the Common Interests of Shareholders—(393 KB)

May 7, 2026 at 10:00 PM UTC · Issued by Toho Holdings Co., Ltd.

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Results of the Board of Directors' Evaluation of the Large-Scale Purchase Actions, etc., by 3D and Confirmation of Shareholders' Intent Regarding the Implementation of Countermeasures

-Toward the Medium- to Long-Term Improvement of Corporate Value and Protection of the Common Interests of Shareholders -

May 8, 2026

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.

Determined to implement countermeasures against 3D's large-scale purchase actions, etc.

The Board of Directors has determined that countermeasures against 3D's large-scale purchase actions, etc., should be implemented.

Basis for determining that countermeasures should be implemented

3D's purpose

P. 3-

The true purpose of 3D's large-scale purchase actions, etc., is to pursue its own

short-term profit by acquiring stronger influence over the Company's management

Damage to

corporate value

P. 10-

The large-scale purchase actions, etc., risks harming the Company's corporate value by undermining trust in the Company as social infrastructure and trust from business partners, and by impeding the execution of the new medium-term

management plan

3 Damage to

common interest of shareholders

P. 17-

The large-scale purchase actions, etc., risks harming the common interests of the Company's shareholders due to issues including conflicts of interest, information disclosure, and coerciveness

① 3D's purpose

The true purpose of 3D's large-scale purchase actions, etc., is to

pursue its own short-term profit by acquiring stronger influence over the Company's management

Discrepancy between 3D's asserted purpose of "pure investment" and actual circumstances

There is s ignificant discrepancy between 3D's assertion of "pure investment" and the actual circumstances made clear by 3D's actual actions

In the explanatory statement, 3D asserts that the current purchase is for a "pure investment" purpose

"Pure investment" that does not seek to acquire management control
The Company's management and specific measures should be independently determined and implemented by the Company's Board of Directors
Improvements to the governance structure will s ignificantly enhance the Company's corporate value

3D's public assertions

▲！ Significant discrepancy with actual circumstances

Objective facts 3D's actual

actions

Nevertheless, this s ignificant discrepancy from the actual circumstances made clear by 3D's actual actions, and the main purpose is to influence the Company's management so that decisions will be made in accordance with 3D's wishes

Insisting on carrying out returns to shareholders premised on merger with another pharmaceutical company and industry realignment, and review of surplus assets
Requested the establishment of a strategic review committee structured to reflect its own intentions (see page 5)
Suggested that, if its requests were not accepted, it would use its voting rights to exercise shareholder proposal rights, demand the convocation of an extraordinary general meeting of shareholders, and conduct a public campaign (see page 8)

Discrepancy between 3D's asserted purpose of "pure investment" and actual circumstances:

Problems with Strategic Review Committee requested by 3D

The strategic review committee requested by 3D is structured so that 3D's intentions would effectively be reflected in decision-making regarding management matters that should originally be handled by the Board of Directors,

including through 3D-recommended individuals serving as a committee chair and working group heads

3D Investment Partners

TOHO HOLDINGS' Board of Directors

Recommending at least two outside people, one of whom chairs the committee

TOHO HD

Executive directors

Requested by 3D

Strategic Review Committee

TOHO HD

Outside directors

Optional

Comprising only outside directors and

3D-recommended individuals

Agendas designated by 3D: Review of strategic options including industry restructuring, business portfolio, asset holding policy, and re-examination of growth investment and shareholder returns
Deadline for final report reveal: One month before Annual General Meeting of Shareholders in 2026

3D recommendations (at least two people)

Chair

Review strategic

Excluding executive directors

Appoint

…

up to five

outside directors

Requiring commitment of at least five hours/week

Optional: 5 outside directors

Re-examine growth

Selection based on drafted proposal agreed upon by 3D and committee

Suggestions

options, including

recommendations

Head of WG

Working group (WG)

industry restructuring

Business portfolio Asset holding policy

investment and

3D recommendations Head of WG

Working group (WG)

shareholder returns

External advisors

Each agenda item is reviewed by a working group (WG) headed by someone recommended by 3D

Company analysis