Publication of the Special Investigation Committee's Investigation Report and Formulation of Measures to Prevent Recurrence
FreeBit Co.,Ltd. and the Company Group
Management of employee inventions; conflicts of interest and competing transactions; and the checking function of the Board of Directors and Audit & Supervisory Board with respect to the founding president
Insufficient understanding and management of employee inventions; weak awareness of standards and discipline concerning conflicts of interest and the mixing of public and private matters; and deference to the founding president, resulting in the checking function becoming nominal
Company response
The Special Investigation Committee was established on 21 May 2026. The chair was Matsuyama Haruka (松山遙), and the members were Kosasa Sho (小佐々奨) and Tarumi Kei (垂水敬). The investigation period was from 21 May 2026 to 30 September 2026.
Revision of the regulations governing employee inventions and establishment of a management system based on the revised regulations; education and training for officers and employees; strict operation of the approval process for competing transactions and conflict-of-interest transactions; enhanced verification of business necessity; clarification of the roles and responsibilities of the Board of Directors secretariat; strengthening of the checking function of the Audit & Supervisory Board; and fostering awareness of standards concerning conflicts of interest and the mixing of public and private matters
Shimizu Takashi (清水高) voluntarily returned 50% of his director compensation (equivalent to 3 months), while Shibata Takumi (柴田巧) and Wada Ikuko (和田育子) each voluntarily returned 10% (equivalent to 3 months), and Yonetani Nobuhiko (米谷信彦), Takeda Seiji (竹田靑滋) and Toki Hideaki (土岐英秋) each voluntarily returned 5% (equivalent to 3 months). Discussions are under way with Ishida Hiroki (石田宏樹) regarding a review of the share price of CU Co. shares acquired by the company and the allocation of damages and other costs incurred by the company as a result of the investigation.
Related procedures
Investigation by the Special Investigation Committee
The company will clarify the person responsible for and the implementation date of each measure and progressively establish the necessary regulations and review their operation. It will continuously verify the implementation status and effectiveness of the measures and make improvements as necessary. The delayed filing of the Annual Securities Report and announcement of the financial results summary are scheduled to take place by 30 October 2026.
The filing date for the Annual Securities Report and the announcement date for the financial results summary will be disclosed promptly once determined. The company will continue to consider whether corrections are required to prior-year Annual Securities Reports and other filings, as well as financial results summaries.
| Item | Details |
|---|---|
| Event name | Publication of the Special Investigation Committee's Investigation Report and Formulation of Measures to Prevent Recurrence |
| Date of occurrence | 6 October 2026 |
| Date recognized / date notice received | 1 October 2026 (date the investigation report was received) |
| Subject Entity | FreeBit Co.,Ltd. and the Company Group |
| Target Locations / Products | Management of employee inventions; conflicts of interest and competing transactions; and the checking function of the Board of Directors and Audit & Supervisory Board with respect to the founding president |
| Cause | Insufficient understanding and management of employee inventions; weak awareness of standards and discipline concerning conflicts of interest and the mixing of public and private matters; and deference to the founding president, resulting in the checking function becoming nominal |
| Type of litigation or proceeding | Investigation by the Special Investigation Committee |
| Investigation structure | The Special Investigation Committee was established on 21 May 2026. The chair was Matsuyama Haruka (松山遙), and the members were Kosasa Sho (小佐々奨) and Tarumi Kei (垂水敬). The investigation period was from 21 May 2026 to 30 September 2026. |
| Measures to prevent recurrence | Revision of the regulations governing employee inventions and establishment of a management system based on the revised regulations; education and training for officers and employees; strict operation of the approval process for competing transactions and conflict-of-interest transactions; enhanced verification of business necessity; clarification of the roles and responsibilities of the Board of Directors secretariat; strengthening of the checking function of the Audit & Supervisory Board; and fostering awareness of standards concerning conflicts of interest and the mixing of public and private matters |
| Directors' and officers' liability | Shimizu Takashi (清水高) voluntarily returned 50% of his director compensation (equivalent to 3 months), while Shibata Takumi (柴田巧) and Wada Ikuko (和田育子) each voluntarily returned 10% (equivalent to 3 months), and Yonetani Nobuhiko (米谷信彦), Takeda Seiji (竹田靑滋) and Toki Hideaki (土岐英秋) each voluntarily returned 5% (equivalent to 3 months). Discussions are under way with Ishida Hiroki (石田宏樹) regarding a review of the share price of CU Co. shares acquired by the company and the allocation of damages and other costs incurred by the company as a result of the investigation. |
| Outlook | The company will clarify the person responsible for and the implementation date of each measure and progressively establish the necessary regulations and review their operation. It will continuously verify the implementation status and effectiveness of the measures and make improvements as necessary. The delayed filing of the Annual Securities Report and announcement of the financial results summary are scheduled to take place by 30 October 2026. |
| Planned follow-up disclosure | The filing date for the Annual Securities Report and the announcement date for the financial results summary will be disclosed promptly once determined. The company will continue to consider whether corrections are required to prior-year Annual Securities Reports and other filings, as well as financial results summaries. |
Items this document does not state (13)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The causes identified by the Special Investigation Committee include insufficient understanding and management of employee inventions, weak awareness of standards and discipline concerning conflicts of interest and the mixing of public and private matters, and deference to the founding president, resulting in the checking function becoming nominal.