Farallon Capital Management Releases Investor Presentation Outlining Value Creation Opportunities at T&D Holdings and the Need for Additional Independent Outside Directors

SAN FRANCISCO--( BUSINESS WIRE )-- Farallon Capital Management L.L.C. ("Farallon") today 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.

About Farallon

Farallon Capital Management, L.L.C., is a global investment firm founded in 1986 and registered as an investment advisor with the United States Securities and Exchange Commission since 1990. Farallon seeks investments across asset classes and around the world through a process of bottom-up fundamental research and analysis emphasizing capital preservation. More information on Farallon is available at www.faralloncapital.com .

Disclaimer

This press release is for general information purposes only and is not complete. Under no circumstances is this intended to be, nor should it be construed as an offer, invitation, marketing of services or products, advertisement, inducement or representation of any kind, nor as investment advice or a recommendation to buy or sell any investment products or make any type of investment in securities. This press release should not be construed as legal, tax, investment, financial or other advice. Additionally, this press release should not be construed as an offer to buy any investment in any fund or account managed by Farallon Capital Management L.L.C. or any of its affiliates or representatives (collectively, "Farallon").

This press release is not intended and should not be considered to solicit, encourage, induce or seek T&D HD. shareholders to authorize Farallon or any other third party as their proxy in exercising their voting rights on their behalf. Farallon is not soliciting or requesting other shareholders of T&D HD to jointly exercise their shareholders' rights with Farallon (including, but not limited to, voting rights). Farallon declares that it does not intend to be treated or deemed a "joint holder" (kyo-do hoyu-sha) under the Japanese Financial Instruments and Exchange Act or a "related person" (kankei-sha) under the Foreign Exchange and Foreign Trade Act with other T&D HD shareholders.

Farallon does not have the intention to make a proposal, directly or through other shareholders of T&D HD to transfer or abolish the business or assets of T&D HD and/or T&D HD group companies (the T&D HD Group) at the general shareholders meeting of T&D HD. Farallon does not have the intention and purpose to engage in any conduct which constricts the continuing and stable implementation of the businesses of any member of the T&D HD Group.

This press release is made available exclusively by Farallon and not by or on behalf of T&D HD or its affiliates or subsidiaries or any other person. Farallon is not an affiliate of T&D HD and neither Farallon nor its principals or representatives are authorized to disseminate any information for or on behalf of T&D HD, and nor does Farallon purport to do so.

In respect of information that has been prepared by Farallon (and not otherwise attributed to any other party) and which appears in the English language version of this press release, in the event of any inconsistency between the English language version and the Japanese language version of this press release, the meaning of the Japanese language version shall prevail unless otherwise expressly indicated.

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