3D Has Demanded That Toho HD File Litigation and Thereby Presented Legal Issues in Order to Make the Investigation by the Third-party Committee More Effective

TOKYO–(BUSINESS WIRE)–3D Investment Partners Pte. Ltd. (together with the Fund, “3D” or the “Company”) provides discretionary investment management services to an investment fund which is a shareholder of Toho Holdings Co., Ltd. (TOKYO: 8129, “Toho HD”) (collectively referred to “3D” or “we” together with the investment fund) sent an open letter to the outside directors of Toho HD on December 15, 2025 (the “Open Letter”). In addition, we have demanded that the outside directors who are Audit and Supervisory Committee members of Toho HD file litigation pursuant to Article 423 and Article 847, Paragraph 1 of the Companies Act (the “Litigation Demand “) against the current and former directors of Toho HD to pursue their liability.

The True Intention of Making the Litigation Demand before Toho HD’s response Scheduled on December 26.

The purpose of the Litigation Demand is to clarify the legal responsibilities of management in accordance with the Companies Act, but at the same time, the important purpose of it is to present legal issues that need to be sorted out in advance and to support the formulation of the investigation scope in order to make the investigation by the third-party committee to be established by Toho HD in the future more effective and meaningful.

The effectiveness of the investigation by a third-party committee depends greatly on the organization of issues and the formulation of the investigation scope at the beginning of the investigation. It is practically essential to properly understand what is necessary and sufficient for the investigation to achieve the purpose for establishing the committee in preparation for consultation therewith before the establishment of the investment committee, in order to have the committee appropriately determine the factual scope to be investigated. Therefore, we have determined that it is essential to clearly present the legal responsibilities, including the fulfillment of the duty of care of the directors at the time, and the issues to be examined at this stage, before the establishment of the third-party committee. Therefore, we hope that all outside directors will use it as a legal reference material to design an appropriate investigation framework that does not include any unnecessary deference to the management.

In addition, upon receiving the Litigation Demand, a decision must be made within 60 days whether to file a lawsuit. However, in this Open Letter, we request that the Audit and Supervisory Committee of Toho HD take sufficient time to examine the matter, rather than conduct a hasty and half-hearted investigation just to comply with the deadline. Therefore, we, as a shareholder, will make a careful decision on whether or not to actually file a derivative lawsuit pursuant to the Companies Act based on the Audit and Supervisory Committee’s deliberation status, the structure and investigation process of the third-party committee, and the contents and sufficiency of the final investigation results.

Background Clearance: Why Toho HD Needs an Appropriate Third-Party Committee

In our prior open letter, dated December 3, 2025, (https://www.3dipartners.com/wp-content/uploads/toho-open-letter-to-outside-director-en-202512.pdf ), we formally requested the outside directors of Toho HD to establish an independent and effective third-party committee in accordance with the “Guidelines for Third-Party Committees in Corporate Misconduct Cases ” of the Japan Federation of Bar Associations, and requested a public response by the 26th of the same month.

This request is based on the fact that the written statements prepared by the prosecutors, which we obtained, specifically stated that Representative Director, President and CEO, Mr. Edahiro, and Senior Managing Executive Officer and COO Mr. Umada, acknowledged and tolerated order coordination, that they disregarded measures to prevent recurrence as a mere formality, and that there have been other similar cases. These new facts directly contradict Toho HD’s previous explanation that “there are no other similar cases and the current management is not responsible for past misconduct”, and raise serious questions related to the foundation of the governance system. Therefore, we believe that it is essential to conduct thorough fact-finding by an independent third party and to formulate fundamental measures to prevent recurrence.

Future Expectations and Our Plan

In a situation where objective evidence such as written statements prepared by the prosecutors already exist, if issues such as the involvement and supervisory responsibilities of top management and directors are excluded from the investigation scope, the investigation that is supposed to uncover the facts and causes may instead risk obscuring the core issue. We strongly expect that the outside directors will establish a framework enabling the investigation to be conducted without sanctuaries that delve into the core issues of the involvement of top management and governance deficiencies, based on the legal issues presented by us in the Litigation Demand.

We will continue the disclosure with full transparency to shareholders, including the progress of this matter. We will continue to engage constructively so that Toho HD can truly overcome past scandals and achieve sustainable improvement in corporate value.

For further details, please refer to the Open Letter sent to the outside directors.:

https://www.3dipartners.com/wp-content/uploads/toho-open-letter-demand-lawsuit-en-202512.pdf

Contacts

KRIK (PR Agent)

Koshida: +81-70-8793-3990

Sugiyama: +81-70-8793-3989