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KDDI : Receipt of the Investigation Report by the Special Investigation Committee on Suspicions Regarding Inappropriate Transactions at Our Consolidated Subsidiaries and Our Future Response Measures
KDDI : Receipt of the Investigation Report by the Special Investigation Committee on Suspicions Regarding Inappropriate Transactions at Our Consolidated
About this update from Kddi Corporation
March 31, 2026 Company name: KDDI CORPORATION Name of representative: Hiromichi Matsuda Representative Director and President CEO (Securities code: 9433; Prime Market) Inquiries: Yasuo Nakazato, General Manager, General Administration Division (Telephone: +81-03-3347-0077) Receipt of the Investigation Report by the Special Investigation Committee on Suspicions Regarding Inappropriate Transactions at Our Consolidated Subsidiaries and Our Future Response Measures As announced in the "Notice Concerning the Identification of Suspicions Regarding Inappropriate Transactions at Our Consolidated Subsidiaries and the Establishment of a Special Investigation Committee" dated January 14, 2026 and the "Progress Report on the "Notice Concerning the Identification of Suspicions Regarding Inappropriate Transactions at Our Consolidated Subsidiaries and the Establishment of a Special Investigation Committee" Dated January 14, 2026; and Notice on Holding of Fiscal Year Ending March 2026 Q3 Preliminary Results Explanation", dated February 6, 2026, KDDI CORPORATION (hereinafter referred to as "KDDI") has determined that it is necessary to conduct an investigation with higher level of expertise and objectivity to clarify the facts and underlying causes related to the suspicions regarding inappropriate transactions (hereinafter referred to as "the Matter"), which have been identified at our consolidated subsidiary, BIGLOBE Inc., and its subsidiary, G-PLAN INC. (hereinafter collectively referred to as "the Subsidiaries"). Accordingly, on January 14, 2026, we established a Special Investigation Committee composed of external attorneys and certified public accountants, and have been actively proceeding with the investigation. Today, we received the Investigation Report concerning the Matter from the Special Investigation Committee. We hereby inform you of the followings Summary of the Investigation Results from the Special Investigation Committee The investigation conducted by the Special Investigation Committee revealed that two employees of the Subsidiaries (hereinafter referred to as "the Involved Employees") engaged in certain fictitious circular transactions (hereinafter referred to as "the Fictitious Circular Transactions") that did not correspond to substantive advertising operations in the advertising agency business. Furthermore, the investigation clarified the background of the initiation of the Fictitious Circular Transactions, the specific scheme of the Fictitious Circular Transactions, the fact that, as a result of the expansion of the Fictitious Circular Transactions, the Fictitious Circular Transactions were conducted with a total of 21 of the advertising agencies, as well as the financial impact attributable to the Fictitious Circular Transactions. According to the investigation conducted by the Special Investigation Committee, there have been no members of the KDDI Group's management or employees who were aware of the existence of the Fictitious Circular Transactions prior to the Involved Employees' disclosure of the transaction details. Additionally, as a result of the Special Investigation Committee's investigation into the existence of similar cases within the KDDI Group, no similar cases have been identified. The details are as in the attached Investigation Report. In consideration of protecting personal information and other related matters, parts of the Investigation Report have been edited and kept confidential. The Financial Impact The impact amounts of the Matter on the consolidated financial statements are as follows. (Unit: billions of yen) Impact amounts (decrease) Before Fiscal Year Ended March 2023 Fiscal Year Ended March 2024 Fiscal Year Ended March 2025 Cumulative Figure for the Third Quarter of the Fiscal Year Ending March 2026 Total Operating revenue 41.7 54.3 82.4 67.6 246.1 Operating income 30.4 49.6 31.2 39.6 150.8 Reversal of recorded income 2.4 5.6 16.9 25.0 49.9 Amounts of external outflow 1.7 3.7 10.5 17.1 32.9 Impairment Losses (Goodwill etc.) 19.1 40.8 4.7 - 64.6 Profit for the period attributable to owners of the parent 27.7 37.6 30.3 33.4 129.0 (Unit: billions of yen) Impact amounts (decrease) End of March 2023 End of March 2024 End of March 2025 End of December 2025 Total assets 67.9 91.3 161.5 153.8 Total equity 64.4 65.3 95.6 129.0 All of the above amounts represent decreases attributable to the impact of the Fictitious Circular Transactions. This includes the financial impact described in the "Article 7 Financial Impact" of the Investigation Report by the Special Investigation Committee, and also includes the impact of any consequential impairment losses, related amortization expenses, taxes related to this Matter, and the effects of tax adjustments. Revenues include both gross and net recognition, and the proportion of each varies by fiscal year. The amounts that flowed externally are recorded as "Other expenses." As stated in today's announcement entitled "Notice Regarding the Filing of Amended Annual Securities Reports, etc. for Prior Fiscal Years and the Correction of Financial Results Summaries, etc. for Prior Periods," KDDI has disclosed the filing of amended reports for the Annual Securities Reports, Semiannual Securities Reports, and Quarterly Securities Reports, as well as corrections to the Financial Statements Summaries. In addition, KDDI have also disclosed today the Financial Statements Summary for the Third Quarter of the Fiscal Year Ending March 2026. KDDI's actions Recurrence Prevention Measures Recognizing this Matter as a serious situation, KDDI has taken seriously the cause analysis and recommendations provided by the Special Investigation Committee, and has formulated and will sequentially the following recurrence prevention measures to strengthen governance across the KDDI Group. Strengthening business partners management across the Group Review of business partners and credit management standards Rebuilding the monitoring framework and conducting regular operational reviews Segregation of procurement authorities and enhancement of inspection and acceptance processes across the Group Clear segregation of authorities in procurement process Identification and mitigation of risks of over-reliance on specific individuals Strengthening risk and cash flow management for new businesses within the Group Enhance the effectiveness of risk analysis and mitigation measures for new business initiatives and business expansions Strengthen monthly profitability management and cash flow management Enhance business oversight by seconded executives and more communication opportunities Strengthening checks and balances and audit functions across Group companies, and financial management of Group finance recipients Promote awareness and use of the Group whistleblowing system, including at subsidiaries Strengthen internal audit framework, review risk assessment methodologies in internal audits, and conduct training to enhance professional skepticism Enhance deliberation process for Group finance and review recipient's financial condition Ensuring Group-wide permeation and sustained implementation of recurrence prevention measures Establish a Group Governance Enhancement Measures Meeting, and ensure Group-wide permeation and monitoring of recurrence prevention measures Regular reporting to the Board of Directors through the Risk Management Committee Cultivating high ethical standards and a healthy corporate culture Continue initiatives to embed the KDDI Group Philosophy across the Group Implement education programs to address fraud and misconduct risks Reviewing the Group management strategy to enhance Group governance Initiatives to deepen shared understanding and strengthen mutual trust with Group Companies Review of the roles and functions of executives seconded to Group Companies For more information, please refer to the Exhibit (Presentation Material "Explanation of the Investigation Results by the Special Investigation Committee." Actions Regarding Directors and Employees KDDI takes this matter very seriously, and as set forth below, the relevant directors and officers will resign or voluntarily return a portion of their compensation, while the relevant employees will be subject to strict disciplinary action. Representative Director and President Resignation Director and Executive Officer CFO Resignation Director and Executive Officer Resignation Auditor Resignation Actions Regarding Main Directors and Officers BIGLOBE Inc. G-PLAN INC. Representative Director and President Resignation Executive Vice President Resignation KDDI Chairman, Representative Director Return of 30% of monthly remuneration (for three months) President, Representative Director, CEO Return of 30% of monthly remuneration (for three months) Senior Managing Executive Officer, Director CFO Executive Director, Corporate Sector Return of 20% of monthly remuneration (for three months) Senior Managing Executive Officer, Director Executive Director, Personal Business Sector Return of 20% of monthly remuneration (for three months) Executive Officer, Deputy Head of the Personal Business Division Return of 20% of monthly remuneration (for one month) Executive Officer, Head of Corporate Management Division, Corporate Administration Group Return of 10% of monthly remuneration (for one month) Full-time Audit & Supervisory Board Member Return of 10% of monthly remuneration (for two months) Actions Regarding Employees The Involved Employees were dismissed as a disciplinary measure in accordance with the G-PLAN INC.'s internal rules and regulations. Other employees who bear supervisory or related responsibilities will also be subject to strict disciplinary measures in accordance with the KDDI Group's internal rules and regulations. KDDI sincerely apologizes to all stakeholders - including its shareholders, investors, and business partners - for the significant worries and inconvenience caused thereby. KDDI takes the Matter very seriously, and will work across the entire Group to thoroughly implement recurrence prevention measures and strengthen our governance, in order to restore trust.