Komori
Occurring Fact7434OTAKE CORPORATIONTrading & Wholesale

Notice Regarding the Formulation of Measures to Prevent Recurrence

The Company formulated specific measures to strengthen its compliance framework, internal audits and internal whistleblowing system, among other measures, to prevent a recurrence of the unfair trade restrictions and other issues identified by the Special Investigation Committee.

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Formulation of measures to prevent recurrence

Subject Entity

OTAKE CORPORATION

Target Locations / Products

Certain transactions (transactions involving multiple intermediaries in which competitors were involved, and transactions in which the Company sold to competitors)

Occurrence19 October 2026 (the date on which the formulation of measures to prevent recurrence was decided)
Awareness or receipt of notice4 September 2026 (the date on which the investigation report from the Special Investigation Committee was received)
This disclosure10/19/2026
Cause

(1) Concerns over declining profits amid excessive competition, (2) corporate culture, (3) the lack of rules governing contact and transactions with competitors, (4) career histories concentrated in particular departments and a lack of cross-organizational perspective, (5) the loss of substance in the supervisory functions of internal directors, including full-time Audit and Supervisory Committee members, (6) insufficient training and knowledge regarding accounting and the Antimonopoly Act, (7) a weak awareness of compliance, and (8) the downplaying of the internal whistleblowing system

Related procedures

Type

Investigation by the Special Investigation Committee

Court or authority

Tokyo Stock Exchange and Japanese Institute of Certified Public Accountants

Company response

Investigation structure

A Special Investigation Committee consisting of external experts and the Company's outside directors who are Audit and Supervisory Committee members was established

Measures to prevent recurrence

(1) Issuance of a clear message from top management, (2) eliminating the corporate culture that permits contact with competitors, (3) establishing and implementing internal rules concerning contact with competitors, (4) implementing appropriate job rotations, (5) making the Board of Directors' supervisory functions effective, (6) conducting training on accounting and the Antimonopoly Act, (7) conducting effective internal audits, (8) conducting effective compliance training and appointing personnel responsible for compliance, and (9) making the internal whistleblowing system effective

Outlook

The Company will make every effort to restore trust by steadily implementing the measures to prevent recurrence and operating the Company with compliance at the core of its management.

Event that occurred
ItemDetails
Event nameFormulation of measures to prevent recurrence
Date of occurrence19 October 2026 (the date on which the formulation of measures to prevent recurrence was decided)
Date recognized / date notice received4 September 2026 (the date on which the investigation report from the Special Investigation Committee was received)
Subject EntityOTAKE CORPORATION
Target Locations / ProductsCertain transactions (transactions involving multiple intermediaries in which competitors were involved, and transactions in which the Company sold to competitors)
Cause(1) Concerns over declining profits amid excessive competition, (2) corporate culture, (3) the lack of rules governing contact and transactions with competitors, (4) career histories concentrated in particular departments and a lack of cross-organizational perspective, (5) the loss of substance in the supervisory functions of internal directors, including full-time Audit and Supervisory Committee members, (6) insufficient training and knowledge regarding accounting and the Antimonopoly Act, (7) a weak awareness of compliance, and (8) the downplaying of the internal whistleblowing system
Type of litigation or proceedingInvestigation by the Special Investigation Committee
Court or authorityTokyo Stock Exchange and Japanese Institute of Certified Public Accountants
Investigation structureA Special Investigation Committee consisting of external experts and the Company's outside directors who are Audit and Supervisory Committee members was established
Measures to prevent recurrence(1) Issuance of a clear message from top management, (2) eliminating the corporate culture that permits contact with competitors, (3) establishing and implementing internal rules concerning contact with competitors, (4) implementing appropriate job rotations, (5) making the Board of Directors' supervisory functions effective, (6) conducting training on accounting and the Antimonopoly Act, (7) conducting effective internal audits, (8) conducting effective compliance training and appointing personnel responsible for compliance, and (9) making the internal whistleblowing system effective
OutlookThe Company will make every effort to restore trust by steadily implementing the measures to prevent recurrence and operating the Company with compliance at the core of its management.
Items this document does not state (14)
Amount of Impact on Business PerformanceAccounting period in which recognizedImpact on Earnings ForecastPlaintiffDefendantDate of filing / date of actionClaim amount / surcharge amountAmount of receivables at risk of non-collection or delayed collectionSuspended operationsScheduled resumption dateDirectors' and officers' liabilityVoting rights ownership percentage before the changeVoting rights ownership percentage after the changePlanned follow-up disclosure

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 Special Investigation Committee's investigation indicated that certain transactions were highly likely to constitute unfair trade restrictions under the Antimonopoly Act and identified issues with accounting treatment. The Company also cited concerns over declining profits amid excessive competition, its corporate culture, the lack of internal rules, the loss of substance in supervisory functions, insufficient training and knowledge, and the downplaying of the internal whistleblowing system as underlying factors.

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Notice Regarding the Formulation of Measures to Prevent Recurrence | OTAKE CORPORATION (7434) timely disclosure | Komori