Komori
Statutory disclosure document9895CONSEC CORPORATIONTrading & Wholesale

Regarding the Reconsideration of the Decision on the Legal Liability of Relevant Parties Following the Results of the External Investigation into the Distribution of Surplus in Excess of the Distributable Amount

Because the resolution made on 6 November stating that the company did not plan to pursue the legal liability of relevant parties had procedural deficiencies, the matter was reconsidered and resolved on 12 November with a director without a special interest serving as chair. The company again decided that it did not currently plan to pursue the legal liability of relevant parties.

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Decision and Details

Board of Directors

The plan not to pursue the legal liability of relevant parties in connection with the distribution of surplus in excess of the distributable amount

Decision12 November 2026
ImplementationDecision made on 12 November 2026 (the company does not currently plan to pursue legal liability)
Going forwardThe company does not currently plan to pursue the legal liability of relevant parties.
AmountAmount actually distributed: ¥47 million; amount transferred from the capital reserve: ¥1,500 million
Reason

At the resolution on 6 November 2026, the representative director whose legal liability could be pursued served as chair, and appropriate procedures, including changing the chair to a director without a special interest, had not been followed. The external investigation committee determined that it was not necessary to pursue criminal liability or the civil liability of the directors, audit & supervisory board members or accounting auditor.

Impact on Business Performance

It was determined that the company's financial position could not be considered to have been impaired by implementing this dividend. The company does not currently plan to pursue the legal liability of relevant parties.

Decision and Details
ItemDetails
Matter CoveredThe plan not to pursue the legal liability of relevant parties in connection with the distribution of surplus in excess of the distributable amount
Decision-Making BodyBoard of Directors
Decision Date12 November 2026
Implementation DateDecision made on 12 November 2026 (the company does not currently plan to pursue legal liability)
AmountAmount actually distributed: ¥47 million; amount transferred from the capital reserve: ¥1,500 million
Impact on Business PerformanceIt was determined that the company's financial position could not be considered to have been impaired by implementing this dividend. The company does not currently plan to pursue the legal liability of relevant parties.
ReasonAt the resolution on 6 November 2026, the representative director whose legal liability could be pursued served as chair, and appropriate procedures, including changing the chair to a director without a special interest, had not been followed. The external investigation committee determined that it was not necessary to pursue criminal liability or the civil liability of the directors, audit & supervisory board members or accounting auditor.
Governing RuleArticle 397, paragraph 1 of the Companies Act; liability under the Companies Act; restrictions on the distributable amount
Related previous disclosures6 November 2026: “Results of the External Investigation into the Distribution of Surplus in Excess of the Distributable Amount, Measures to Prevent Recurrence and the Circumstances Behind the Delay in Disclosure”; 5 November 2026: “Investigation Report”
Future plansThe company does not currently plan to pursue the legal liability of relevant parties.
Items this document does not state (2)
Period CoveredQuantity / scale

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.

At the 6 November resolution, the representative director whose legal liability could be pursued served as chair, and appropriate procedures, including changing the chair to a director without a special interest, had not been followed. The external investigation committee also cited as a reason its determination that it was not necessary to pursue criminal or civil liability.

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Regarding the Reconsideration of the Decision on the Legal Liability of Relevant Parties Following the Results of the External Investigation into the Distribution of Surplus in Excess of the Distributable Amount | CONSEC CORPORATION (9895) timely disclosure | Komori