A fund which is provided discretionary investment management services by 3D Investment Partners Pte. Ltd. (together with such fund, “3D” or “we”) demanded, in December 2025, Toho Holdings Co., Ltd.  file a lawsuit with respect to alleged breaches of the duty of care of the directors arising from past bid‑rigging misconduct involving current and former directors of Toho HD. In response, the Audit and Supervisory Committee of Toho HD decided not to file a lawsuit and, by notice dated February 12, 2026, delivered to us a “Notice of Reasons for Not Filing a Lawsuit.”

Upon reviewing the “Notice of Reasons for Not Filing a Lawsuit,” we confirmed that the Audit and Supervisory Committee denied the credibility of official evidence (the written statements), which bore the signatures and seals of the persons making the statements and the prosecutor, and had been recognized as having admissibility of evidence by the courts, based on the ground that there were suspicions that they had been prepared under leading and coercive interrogations referring to ex post facto interviews with the persons at issue and entries in schedule books submitted by them, etc., although Toho Pharmaceutical itself had consistently assumed the validity of such official evidence. This process markedly departs from the legal framework ordinarily applied to the evaluation of evidence. On that basis, it became clear that the Audit and Supervisory Committee reached the conclusion that no breach of the duty of care of the directors could be established.

Furthermore, the materials disclosed by Toho HD to shareholders on the same day did not describe this evaluation process, the validity of which is subject to serious doubt.

Accordingly, in order to enable shareholders to gain a more detailed understanding of the process by which the Audit and Supervisory Committee reached its decision not to file a lawsuit, we will publish a presentation that organizes and sets out the relevant information.In addition, we will also disclose, in its original form, the “Notice of Reasons for Not Filing a Lawsuit” sent to us by Toho HD, with certain portions redacted by us.

We request shareholders to review this presentation and consider whether the process by which the Audit and Supervisory Committee reached its decision was truly appropriate, and, more specifically, whether Toho HD’s corporate governance is functioning effectively.