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Contents
2. Recommendations on Governance Matters (June 2024 - )
2.1. Raising Governance Concerns & Requesting the Establishment of a Third-party Investigatory Committee
June 2024
Discovery of Toho's Involvement in the Nihon University Scandal
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May 14, 2025
3D Investment Partners Issues Open Letter to Shareholders of Toho Holdings
* Submitted to the company in August 2024
June 6, 2025
3D Investment Publishes Additional Presentation Exposing Logical Contradictions in Toho HD's Rebuttal Materials and the Company's Culture of Concealment (Japanese Only)
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December 3, 2025
3D Investment Issues Final Request to Toho Holdings’ Outside Directors to Establish a Third-party Investigatory Committee and Remedy the Company’s Governance Structure
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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”
May 27, 2025
3D Investment Partners Recommends Toho Holdings Shareholders Vote Against the Reappointment of CEO Hiromi Edahiro, and Outside Director Yoshiaki Kamoya and Hidehito Kotani at the Company’s 77th Annual General Meeting
2.2. Recommendations on Personnel Matters
May 27, 2025
3D Investment Partners Recommends Toho Holdings Shareholders Vote Against the Reappointment of CEO Hiromi Edahiro, and Outside Director Yoshiaki Kamoya and Hidehito Kotani at the Company’s 77th Annual General Meeting
June 11, 2025
3D Investment Partners: Leading Proxy Advisory Firm Glass Lewis Recommends Toho Holdings Shareholders Vote “AGAINST” the Reappointment of CEO Hiromi Edahiro at the Company’s June 2025 AGM
February 3, 2026
3D Investment Publishes Letter to the Nomination and Compensation Committee "Requesting a Fair and Transparent CEO Nomination Process"
2.3. Request for Verification of Directors' Legal Liability (Litigation Demand)
December 17, 2025
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
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
3.1. 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”
3. Response to Toho's Takeover Defense Measures (November 2025 - )
3.2. 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
3.3. 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
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
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