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Occurring Fact9245Livero Inc.Information and Communications, Services and Others

Notice Regarding the Release of the Results of the Internal Investigation and Future Actions

It was discovered that TANT, a consolidated subsidiary, had engaged in misconduct including the diversion of funds by its former representative director and others, as well as conflicts of interest. The Company has published the investigation results and decided to reduce executive compensation, take disciplinary action against the parties involved, and implement group-wide measures to prevent recurrence.

Worth reading
58In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Deterioration
Direction inferred from the company’s description.
Scale
460
¥10,000 (approximate total amount of funds illicitly diverted)
Wording
Conditional
How definitive the wording is.

Notice Regarding the Release of the Results of the Internal Investigation and Future Actions

Subject Entity

株式会社TANT (a consolidated subsidiary of Livero Inc.)

Target Locations / Products

株式会社TANT and the transactions and diversion of funds subject to the matter at that company

Occurrence13 April 2026 (the date on which concerns came to light following the provision of information internally)
Same day
Awareness or receipt of notice13 April 2026 (the date on which the concerns were identified following the provision of information internally)
This disclosure06/29/2026
Cause

①The lack of compliance awareness among TANT’s former representative director and others, ②the failure of mechanisms at TANT to deter misconduct, and ③insufficient monitoring of subsidiaries by the Company as the parent company

Company response

Investigation structure

An internal investigation committee was established pursuant to a resolution of the Board of Directors dated 24 April 2026. The chair is the head of the Internal Audit Office, who also serves as an Audit & Supervisory Board Member of TANT. The committee members are the manager of the Internal Audit Office, the senior staff member of the Legal and General Affairs Department, and a staff member of the Legal and General Affairs Department. The committee received advice from external attorneys, certified public accountants, tax accountants and others.

Measures to prevent recurrence

①Conducting company-wide compliance training across the Group, ②reviewing TANT’s internal structure and strengthening its governance, and ③strengthening subsidiary management by the parent company

Directors' and officers' liability

The monthly compensation of the Company’s representative director and president and its director and chief of the Administration Headquarters will be reduced by 30% for 3 months. TANT’s former representative director has already been dismissed as TANT’s representative director, and disciplinary action has been taken pursuant to the employment regulations. The outsourcing agreement with the former director has been terminated. Disciplinary action has been taken against 2 employees involved.

Amount of Impact on Business Performance

For the amounts identified as of the initial investigation, the Company reversed cost of sales and selling, general and administrative expenses and recorded the amounts as other assets. The specific amount is Not disclosed. The approximately ¥4.6 million in total illicitly diverted funds has already been returned to TANT.

Accounting period in which recognized

First quarter of the fiscal year ending December 2026

Related procedures

Type

Internal investigation

Outlook

The Company will promptly implement the measures to prevent recurrence and work across the Group to ensure their thorough implementation and strengthen governance.

Event that occurred
ItemDetails
Event nameNotice Regarding the Release of the Results of the Internal Investigation and Future Actions
Date of occurrence13 April 2026 (the date on which concerns came to light following the provision of information internally)
Date recognized / date notice received13 April 2026 (the date on which the concerns were identified following the provision of information internally)
Subject Entity株式会社TANT (a consolidated subsidiary of Livero Inc.)
Target Locations / Products株式会社TANT and the transactions and diversion of funds subject to the matter at that company
Cause①The lack of compliance awareness among TANT’s former representative director and others, ②the failure of mechanisms at TANT to deter misconduct, and ③insufficient monitoring of subsidiaries by the Company as the parent company
Amount of Impact on Business PerformanceFor the amounts identified as of the initial investigation, the Company reversed cost of sales and selling, general and administrative expenses and recorded the amounts as other assets. The specific amount is Not disclosed. The approximately ¥4.6 million in total illicitly diverted funds has already been returned to TANT.
Accounting period in which recognizedFirst quarter of the fiscal year ending December 2026
Type of litigation or proceedingInternal investigation
Investigation structureAn internal investigation committee was established pursuant to a resolution of the Board of Directors dated 24 April 2026. The chair is the head of the Internal Audit Office, who also serves as an Audit & Supervisory Board Member of TANT. The committee members are the manager of the Internal Audit Office, the senior staff member of the Legal and General Affairs Department, and a staff member of the Legal and General Affairs Department. The committee received advice from external attorneys, certified public accountants, tax accountants and others.
Measures to prevent recurrence①Conducting company-wide compliance training across the Group, ②reviewing TANT’s internal structure and strengthening its governance, and ③strengthening subsidiary management by the parent company
Directors' and officers' liabilityThe monthly compensation of the Company’s representative director and president and its director and chief of the Administration Headquarters will be reduced by 30% for 3 months. TANT’s former representative director has already been dismissed as TANT’s representative director, and disciplinary action has been taken pursuant to the employment regulations. The outsourcing agreement with the former director has been terminated. Disciplinary action has been taken against 2 employees involved.
OutlookThe Company will promptly implement the measures to prevent recurrence and work across the Group to ensure their thorough implementation and strengthen governance.
Items this document does not state (12)
Impact on Earnings ForecastCourt or authorityPlaintiffDefendantDate 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 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 lack of compliance awareness among TANT’s former representative director and others, the failure of mechanisms at TANT to deter misconduct, and insufficient monitoring of subsidiaries by the parent company.

How to read this page

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Release of the Results of the Internal Investigation and Future Actions | Livero Inc. (9245) timely disclosure | Komori