Farallon Capital Urges Shareholders to Vote on T&D HD Strategy

Some insights from Farallon Capital as a crucial vote is fast approaching;

Farallon Capital Management L.L.C. (“Farallon”) has released a presentation highlighting necessary actions for T&D Holdings Inc. (“T&D HD” or the “Company”) (8795.T) to realize its full potential. The presentation details Farallon’s history with T&D HD as a long-term shareholder, its multi-year effort to engage constructively with T&D HD to drive change within the Company, and its proposals to unlock value for the benefit of all stakeholders (including policyholders, employees and shareholders), whilst explaining in detail why shareholders should vote for the appointment of the highly-qualified independent outside director candidates proposed by Farallon to the T&D HD Board of Directors (the “Board”).

The presentation is available at: https://www.faralloncapital.co.jp/engagements

Farallon first became a shareholder of T&D HD in 2008 and currently owns approximately 4.6% of the voting rights. Over the past two years, Farallon has engaged with T&D HD to drive the fundamental reforms that Farallon believes are required to enable T&D HD to realize its full potential for the benefit of all stakeholders.

Specifically, Farallon has requested the Company to:

• Conduct a true and meaningful reduction of its cross-shareholdings
• Reduce excessive investment risks
• Improve profitability at Taiyo Life
• Enhance its group governance and business portfolio management

To strengthen the Company’s oversight and accelerate its transformation, Farallon has proposed enhancing the Board’s composition with the nomination of two independent outside director candidates at the Company’s 2025 Annual General Meeting (the “AGM”) to be held in June. This year marks the final year of T&D HD’s current long-term vision (Try & Discover 2025) and therefore it is a critical time to best position the Board as it formulates its new upcoming long-term vision next year. Farallon’s director nominees – Ms. Ina Kegler (former CFO of Allianz Re) and Mr. Ken Mohan (former SVP of MetLife Asia) – have extensive insurance industry expertise that will augment the current Board’s skillset and help drive the fundamental reforms necessary at T&D HD to enhance its corporate value for all Company stakeholders.

We encourage all shareholders to review our presentation and cast their votes in favor of the proposal to elect Ina Kegler and Ken Mohan to the Board at the upcoming AGM.