Why Vote AGAINST
Toho's Poison Pill Proposal?
Because Toho's Poison Pill…
Addresses No Legitimate Threat
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3D has made clear that it will not acquire control over Toho and will not harm corporate value. As such, the Poison Pill addresses no legitimate threat under the established framework and is inherently unnecessary.
Insulates Management from Accountability for Misconduct
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Toho’s board lacks the independence to stop management from abusing the Poison Pill. If approved, the Poison Pill can insulate management from accountability for their repeated bid-rigging recently surfaced by 3D.
Potentially Impairs Shareholder Value
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The Poison Pill endorse that entrenchment and weakens managerial discipline — effectively locking shareholders into Toho's poor stock performance, weak earnings, and a flawed new mid-term plan.
We respectfully ask all shareholders to make an informed judgment on the proposal to implement the poison pill at the 2026 AGM.
Disclosed Materials
1. 3D's Explanation Regarding Its Additional Acquisition
October 31, 2025
Introduction of the Takeover Defense Measures by Toho
January 19, 2026
3D Investment Partners Submitted to Toho HD and Disclosed “Large-Scale Purchase Action Explanation Statement” and “Specific Recommendations for Enhancing the Governance Framework”
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2. Response to Toho's Request for Information
February 3, 2026
March 18, 2026
April 17, 2026
3D Investment Partners Submits Response to Toho Holdings’ Request to Provide Information Under the Takeover Defense Measures, and Expresses Concerns Regarding the “Unfair Process”
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3D Investment Submits the Response to “the Request for Provision of Additional Information” from Toho HD, Expressing Concerns over its “Conclusion-Driven” Operation of the Takeover Defense Measures Process
3D Submits its Response to the Third Information Request, Raising Serious Doubts Over the Repeated, Conclusion-Driven Operation of the Takeover Defense Measures
3. 3D's Response to Toho's Decision to Set Forth a Takeover Defense Measures Resolution
April 28, 2026
Toho's Decision that the Takeover Defense Measures Should be Triggered
April 28, 2026
3D Expresses Deep Disappointment with Toho HD Board of Directors’ Decision that the Takeover Defense Measures Should be Triggered
February 3, 2026
3D Investment Publishes Letter to the Nomination and Compensation Committee "Requesting a Fair and Transparent CEO Nomination Process"
March 16, 2026
3D Investment Partners Discloses Materials that Organize in Detail the Process by which the Toho HD Audit and Supervisory Committee Reached its Decision not to Start Litigation, and that Point Out the Unreasonableness of the Decision-making Process
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May 28, 2026
3D Investment Publishes Presentation Material, Manga, and Dedicated Website Calling on Shareholders to Oppose Toho HD's Proposal to Trigger Its Takeover Defense Measures
About 3D Investment Partners
We, 3D Investment Partners, are an independent asset management firm that invests in Japanese companies.
Under the belief that finite resources can be leveraged to achieve infinite growth, we continue our investment activities
with the mission of supporting the medium- to long-term value creation of our portfolio companies
and helping Japan's potential-rich companies achieve growth.