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Occurring Fact3933CHIeru Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Formulation of Measures to Prevent Recurrence

CHIeru Co.,Ltd. has decided to implement 6 core measures to prevent recurrence after confirming conduct at its subsidiary 株式会社オキジム that may have violated the Antimonopoly Act. It has also decided to overhaul 株式会社オキジム's executive lineup and withhold 100% of the stock-based compensation for CHIeru Co.,Ltd. directors for the fiscal year ending March 2027.

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Name of event

Subject Entity

CHIeru Co.,Ltd. and its consolidated subsidiary 株式会社オキジム

Target Locations / Products

Bid-related operations of 株式会社オキジム

Occurrence19 August 2026 (the date on which the Board of Directors resolved to formulate measures to prevent recurrence)
Awareness or receipt of notice5 August 2026 (the date on which the investigation report from the Special Investigation Committee was received)
This disclosure08/19/2026
Cause

Conduct that may constitute an "unreasonable restraint of trade" as defined in Article 2, Paragraph 6 of the Antimonopoly Act was identified at 株式会社オキジム

Amount of Impact on Business Performance

No amount has been disclosed, and the impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial

Accounting period in which recognized

Fiscal year ending March 2027

Impact on Earnings Forecast

At this time, the impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial

Company response

Investigation structure

Investigation by the Special Investigation Committee (the investigation report was received as disclosed on 5 August 2026)

Measures to prevent recurrence

(1) Commitment by the Board of Directors and senior management; (2) formulation and thorough communication of guidelines for conduct in compliance with the Antimonopoly Act; (3) training and study sessions for officers and employees; (4) strengthening of group management and the reporting, communication and consultation framework by the Company; (5) enhancement of business processes and information systems; and (6) overhaul of 株式会社オキジム's management structure and strengthening of governance

Directors' and officers' liability

4 directors and 1 corporate auditor of 株式会社オキジム have indicated their intention to resign at the extraordinary general meeting of shareholders scheduled for 31 August 2026, and 100% of the stock-based compensation for CHIeru Co.,Ltd. directors for the fiscal year ending March 2027 has been withheld

Related procedures

Court or authority

Japan Fair Trade Commission

Outlook

Centered on 1 September 2026, the Company will establish the guidelines for conduct, revise its work rules, establish a consultation contact point, develop the reporting framework, establish rules governing authority and responsibilities, develop a workflow system, and overhaul the executive structure. The first study session will be held by 10 September 2026. Regular audits will begin in October 2026, followed thereafter by annual training and reporting on and review of the implementation status of the measures.

Planned follow-up disclosure

The Company will promptly disclose any matters that arise and require disclosure.

Event that occurred
ItemDetails
Event nameName of event
Date of occurrence19 August 2026 (the date on which the Board of Directors resolved to formulate measures to prevent recurrence)
Date recognized / date notice received5 August 2026 (the date on which the investigation report from the Special Investigation Committee was received)
Subject EntityCHIeru Co.,Ltd. and its consolidated subsidiary 株式会社オキジム
Target Locations / ProductsBid-related operations of 株式会社オキジム
CauseConduct that may constitute an "unreasonable restraint of trade" as defined in Article 2, Paragraph 6 of the Antimonopoly Act was identified at 株式会社オキジム
Amount of Impact on Business PerformanceNo amount has been disclosed, and the impact on consolidated results for the fiscal year ending March 2027 is expected to be immaterial
Accounting period in which recognizedFiscal year ending March 2027
Impact on Earnings ForecastAt this time, the impact of this matter on the Company's consolidated results for the fiscal year ending March 2027 is expected to be immaterial
Court or authorityJapan Fair Trade Commission
Investigation structureInvestigation by the Special Investigation Committee (the investigation report was received as disclosed on 5 August 2026)
Measures to prevent recurrence(1) Commitment by the Board of Directors and senior management; (2) formulation and thorough communication of guidelines for conduct in compliance with the Antimonopoly Act; (3) training and study sessions for officers and employees; (4) strengthening of group management and the reporting, communication and consultation framework by the Company; (5) enhancement of business processes and information systems; and (6) overhaul of 株式会社オキジム's management structure and strengthening of governance
Directors' and officers' liability4 directors and 1 corporate auditor of 株式会社オキジム have indicated their intention to resign at the extraordinary general meeting of shareholders scheduled for 31 August 2026, and 100% of the stock-based compensation for CHIeru Co.,Ltd. directors for the fiscal year ending March 2027 has been withheld
OutlookCentered on 1 September 2026, the Company will establish the guidelines for conduct, revise its work rules, establish a consultation contact point, develop the reporting framework, establish rules governing authority and responsibilities, develop a workflow system, and overhaul the executive structure. The first study session will be held by 10 September 2026. Regular audits will begin in October 2026, followed thereafter by annual training and reporting on and review of the implementation status of the measures.
Planned follow-up disclosureThe Company will promptly disclose any matters that arise and require disclosure.
Items this document does not state (10)
Type of litigation or proceedingPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateVoting rights ownership percentage before the changeVoting rights ownership percentage after the change

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.

Because conduct that may constitute an "unreasonable restraint of trade" under the Antimonopoly Act was identified at 株式会社オキジム, and the Special Investigation Committee provided recommendations for preventing recurrence.

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Notice Regarding the Formulation of Measures to Prevent Recurrence | CHIeru Co.,Ltd. (3933) timely disclosure | Komori