CUC Group Code of Conduct

Scope and Application

On September 24, 2025, the Board of Directors of CUC Inc. adopted this CUC Group Code of Conduct. This Code is fundamentally based on the M3 Group Code of Conduct, which applies to companies in which M3, Inc. (the parent company of CUC Inc.) directly or indirectly holds a majority of voting shares or interests. However, this Code contains certain modifications due to CUC Inc’s status as a publicly listed company.This CUC Group Code of Conduct sets forth the basic internal standards to be observed by all directors, officers, and employees of the CUC Group.

For the purposes of this Code, the “CUC Group” means: (i) CUC Inc.; (ii) any company more than 50% of whose voting rights or ownership interests is directly or indirectly held by CUC Inc.; and (iii) such other companies as may be determined from time to time by the Board of Directors of CUC Inc. to be included in the scope of this Code. Any amendment to this Code requires the approval of the Board of Directors of CUC Inc. Any exemption or suspension, in whole or in part, requires the prior approval of the Board of Directors of CUC Inc. (or of any body delegated by the Board). Each CUC Group company shall promptly adopt this CUC Group Code of Conduct (including any amended versions) as its own code of conduct and take appropriate steps to ensure that all directors, officers, and employees read, understand, and comply with it.

Each company shall also establish necessary measures, including disciplinary procedures for violations, up to and including dismissal. Each company may also adopt its own localized code of conduct that incorporates the substance of this CUC Group Code of Conduct and reflects local laws, regulations, customs, or business characteristics, as well as additional provisions not included in this Code. However, in no event may such localized provisions contradict or be more lenient than this CUC Group Code of Conduct. (Hereinafter, the term “CUC Group Code of Conduct” shall include such localized codes.)

CUC Group Code of Conduct

This CUC Group Code of Conduct sets forth the basic internal standards to be observed by all directors, officers, and employees of the CUC Group (hereinafter referred to as Personnel). The CUC Group declares its commitment to comply with this Code and requires all Personnel to read, understand, and comply with it.

1.General Standards

  1. 1.1 Compliance with Laws, Internal Rules and Policies; Honest and Ethical Business Conduct

    It is the basic policy of the CUC Group to comply with all applicable laws and regulations of the countries and regions in which it operates, and to conduct business activities in an honest and ethical manner. All Personnel must comply with all applicable laws, regulations, and internal rules and policies relating to their work. It is also the responsibility of all Personnel to confirm and understand the legal, regulatory, and internal requirements applicable to their duties.

  2. 1.2 Relationship with Stakeholders

    Pursuing corporate value enhancement through innovation and sound business practices is the foundation of the CUC Group’s social responsibility as a corporation. The CUC Group recognizes that its business activities have direct and indirect impacts on society in various ways, and therefore acknowledges that sound business practice requires management decisions that give due consideration to the interests of its stakeholders, including shareholders, customers, employees, suppliers, business partners, local communities, and other organizations. Personnel are expected to conduct the Group’s business with this understanding in mind.

  3. 1.3 Appreciating Diversity

    The CUC Group operates in a diverse and global environment. Conduct that is socially and professionally acceptable in one culture or region may be viewed differently in another. Personnel must recognize this and perform their duties with careful consideration of cultural and regional differences.

  4. 1.4 Avoiding Structural Conflicts of Interest

    When making business decisions, Personnel must act based on sufficient information, in good faith, and with the conviction that their choice is in the best interest of the CUC Group. Personnel must also confirm that their decisions satisfy at least the following conditions:
    (1) Lawfulness and legitimacy (compliance with applicable laws, internal rules, and policies);
    (2) Disinterest (absence of personal interest or self-dealing);
    (3) Authorization (within the authority granted by the company);
    (4) Due care (an informed decision made after reasonable efforts to understand all relevant facts);
    (5) Good faith (reasonable belief that the decision serves the best interest of the company);
    (6) No abuse of discretion (a decision based on a reasonable exercise of discretion). Organizational structures that embed conflicts of interest may seriously hinder the ability of employees to make such sound business decisions. Accordingly, directors and managers of the CUC Group must exercise appropriate caution when designing the organizational structure of each CUC Group company.

  5. 1.5 Internal Reporting

    The CUC Group encourages all Personnel to promptly report any conduct, company policy, business activity, or other act that they reasonably believe violates (or may potentially violate) laws, regulations, or internal rules and policies, including this Code of Conduct. The CUC Group has established and maintains an internal reporting system independent of normal reporting lines, to ensure that such concerns are reported quickly and appropriately addressed. Where necessary, fair and impartial investigation or advice by third parties will be sought to prevent recurrence. The CUC Group will treat Personnel who make reports in good faith fairly and respectfully. Unless the reporter was complicit in the violation, the CUC Group strictly prohibits any form of retaliation or inquiry against such reporters and will make every effort to maintain their anonymity.

2.Respect for Human Rights

  1. 2.1 Equal Opportunity in Employment

    It is the basic policy of the CUC Group not to discriminate in recruitment, employment, training, promotion, or any other treatment of applicants or employees on the basis of class, race, color, gender, language, ethnicity, religion, gender identity, age, political or other opinions, nationality, property, sexual orientation, disability, birth, illness, or any other factor unrelated to the legitimate business interests of the CUC Group.

  2. 2.2 Forced and Child Labor

    The CUC Group will not, under any circumstances, engage in forced or involuntary labor. Nor will the CUC Group employ children. For the purpose of this Code, “children” means individuals under the age of 15 (or under the age of 14, where permitted by local laws), or under the minimum working age defined by applicable local laws if higher. However, this policy does not apply to work for which the involvement of children is reasonably required by the nature of the activity (e.g., child actors), provided that such work is permitted under applicable local laws.

  3. 2.3 Sound Labor and Employment Practices

    It is the policy of the CUC Group to ensure sound labor and employment practices and to treat employees at all times in compliance with the applicable labor laws and regulations of the countries and regions in which it operates.

  4. 2.4 Work Environment

    The CUC Group will strive to maintain a healthy, safe, and productive work environment free from discrimination and harassment. Personnel must not engage in sexual advances, conduct, or remarks, racial or religious slurs or jokes, or any other behavior that creates a hostile workplace environment. Ensuring workplace health and safety is also a primary concern of the CUC Group. Personnel must comply with all applicable laws, internal rules, and policies concerning workplace health and safety.

3.Conducting Business with Integrity and Fairness

  1. 3.1 Product and Service Safet

    The safety of customers using the CUC Group’s products and services is one of its highest priorities. At all stages of its business activities — including development, planning, design, production, sales, and after-sales service — the CUC Group continuously pursues and implements measures to meet or exceed legal standards to ensure the safety of its products and services. Explanations and information provided to customers about safety must be accurate, easy to understand, and clearly presented. If an accident or safety issue is reported in relation to the CUC Group’s products or services, the Group will promptly investigate the matter and take appropriate measures.

  2. 3.2 Environmental Conservation

    It is the basic policy of the CUC Group to continually strive to minimize the environmental impact of its products, services, and operations. To carry out this environmental policy, the Group will evaluate and, as appropriate, implement measures that meet or exceed legal standards. Environmental impact will be considered as a key criterion when evaluating projects or business operations.

  3. 3.3 Fair Competition

    It is the policy of the CUC Group to comply with all applicable antitrust, competition, and fair trade laws and regulations in the countries and regions where it operates. These laws prohibit agreements or arrangements with third parties that fix sales prices, divide markets, limit supply, or otherwise obstruct or undermine market forces. Some countries and regions apply their antitrust and competition laws extraterritorially to and conduct investigations outside their borders if it affects their domestic markets. All Personnel must confirm and comply with the laws and regulations relevant to their duties. If there is any doubt about the legality of a proposed act or contract, it must be promptly discussed with the legal department.

  4. 3.4 Advertising

    The CUC Group sells products and services based on their own merits. It is the policy of the Group not to engage in false or misleading advertising or advertising that defames others. In some countries, comparative advertising is prohibited by law. Even where it is permitted, any comparison with competitors or their products or services must be factually substantiated, complete, accurate, and not misleading.

  5. 3.5 Corporate Information Disclosure

    CUC Group’s parent company, CUC Co., Ltd., is a publicly listed company whose shares are traded on a securities exchange. Accordingly, CUC Group has an obligation to disclose various information in compliance with relevant securities laws and regulations. CUC Group fully complies with all laws and regulations related to information disclosure. To ensure timely, lawful, sufficient, fair, accurate, and easily understandable disclosure of information, CUC Group implements the “Controls and Procedures for Information Disclosure.” Officers and employees involved in submitting or filing information with the Tokyo Stock Exchange or other regulatory authorities, as well as in other information disclosures conducted by CUC Group, must ensure that such information is sufficient in content, fair, accurate, timely, and understandable, and complies with the “Controls and Procedures for Information Disclosure.” Officers and employees providing information during the process of disclosure also bear the same responsibility for the information they provide.

  6. 3.6 Personal Information

    The CUC Group respects the privacy of individuals, including customers, employees of suppliers and business partners, and its own Personnel. The Group has established policies and rules regarding the protection of personal information. Personnel must comply with all applicable laws, regulations, and internal rules and policies when collecting, storing, using, disclosing, disposing of, or otherwise handling personal information.

  7. 3.7 Intellectual Property

    CUC Group respects intellectual property rights, including patents, designs, trademarks, trade secrets, and copyrights such as musical compositions, performances, films, and computer programs.
    （1）CUC Group’s Intellectual Property Rights:
    CUC Group strongly encourages research and development activities through the protection of its own intellectual property rights.
    （2）Intellectual Property Rights of Others:
    In addition to actively protecting its own rights, CUC Group respects the rights of others. Officers and employees must not intentionally misuse or infringe on the intellectual property rights of third parties.
    （3）Ownership of Inventions and Creations by Officers and Employees:
    All inventions and creations made by officers and employees shall belong to CUC Group to the extent permitted by applicable laws and regulations. Officers and employees are required to follow the Company’s instructions to preserve CUC Group’s rights in such inventions and creations.

  8. 3.8 Confidential and Proprietary Information

    Information is an important corporate asset. The CUC Group protects not only its own confidential information but also information entrusted to it by customers, suppliers, and business partners. Generally, “confidential information” refers to information not publicly disclosed, that provides a competitive advantage, or that could cause damage if disclosed prematurely or inappropriately. Common examples include inventions, creations, know-how, trade secrets, financial information, corporate strategies, sales plans, and information concerning relationships with customers, suppliers, and business partners. Without company authorization, the disclosure or distribution of such confidential information is prohibited. Personnel must use such information solely in connection with the business of the CUC Group.

  9. 3.9 Fair Procurement

    The CUC Group selects suppliers, contractors, and OEM partners for goods and services based on objective criteria such as price competitiveness, quality, and delivery. Procurement decisions are made in the best business interests of the CUC Group and its customers. This policy applies not only to Personnel directly engaged in procurement but also to all Personnel involved in the purchasing process. The CUC Group expects its suppliers, contractors, and OEM partners to share its commitment to compliance with laws, respect for human rights, environmental conservation, and product and service safety.

  10. 3.10 Gifts and Entertainment

    It is the policy of the CUC Group to compete in the marketplace based on the inherent merits and price competitiveness of its products and services. Bribery is illegal in many countries and subject to criminal penalties. Even in countries where it is not explicitly prohibited, the Group strictly forbids Personnel from making payments to individuals employed by customers, suppliers, or other business partners for the purpose of obtaining or retaining business, or for securing any other favorable treatment. Likewise, Personnel must not accept money, goods, or entertainment intended to influence, or that could appear to influence, the business decisions of the Group. Extra care must be taken when dealing with government officials, as many countries expressly prohibit gifts or payments to them, some applying such prohibitions extraterritorially. No gifts or payments may be made — directly or indirectly — to government officials for the purpose of, or appearing to be for the purpose of, obtaining favorable arrangements. In addition to these standards, Personnel must comply with applicable local laws and regulations, as well as company rules and policies concerning the giving and receiving of gifts, entertainment, and other benefits.

  11. 3.11 Recording and Reporting of Information

    All records and reports, including accounting books and financial documents, must be prepared accurately, completely, honestly, and in a timely manner, and must fairly reflect the facts. Personnel must not engage in conduct that causes records to be inaccurate, nor create misleading or false records. This policy applies not only to Personnel responsible for finance and accounting but also to all Personnel with respect to their assigned duties.

4.Ethical Conduct

  1. 4.1 Insider Trading

    It is illegal and subject to civil and criminal penalties in many countries to trade stocks or other securities while in possession of “material non-public information.” “Material non-public information” refers to any non-public information that could influence a reasonable investor’s decision to buy or sell securities. Although it is impossible to list all examples exhaustively, such information may include financial results or dividend plans, alliances with other companies, divestitures, acquisitions, new products, research and development progress, and other significant business activities.
    CUC Group has established internal policies and rules regarding the trading of CUC Group’s stocks and securities by Personnel. All Personnel must be familiar with and comply with such internal policies and rules. Except as expressly permitted under these policies, Personnel must not trade in CUC Group’s shares, convertible bonds, bonds with stock acquisition rights, or other securities while in possession of material non-public information concerning CUC Group or its business partners. Likewise, disclosing such information to others (such as family, friends, customers, or other Personnel) in a way that may induce them to trade is strictly prohibited.

  2. 4.2 Personal Conflicts of Interest

    All business decisions must be made and all business activities must be conducted in the best interests of CUC Group. Personnel should avoid any action that involves, or even appears to involve, a conflict of interest with CUC Group. No Personnel may have any financial or other business relationships with suppliers, customers, or competitors that might impair, or appear to impair, their independence of judgment in acting for the best interests of CUC Group.
Personnel are under a continuing obligation to disclose to their supervisors, in accordance with applicable internal policies, any situation that presents, or may appear to present, the possibility of a conflict or divergence of interest between themselves and CUC Group.
    Advance disclosure of potential conflicts is the key to remaining in full compliance with this policy.

  3. 4.3 Company Assets

    CUC Group’s assets are to be used only for legitimate business purposes and only by authorized Personnel or their designees. Personnel have a duty to protect CUC Group’s assets from loss, damage, misuse, theft, or destruction. This includes both tangible and intangible assets, such as brand, trademark, know-how, confidential information, and information systems. No Personnel may pursue personal gain using CUC Group’s assets.
To the extent permitted under applicable laws, CUC Group reserves the right to monitor and inspect how its assets are used by Personnel, including the inspection of emails, data, and files stored on PCs or other network devices, and digital storage media.

  4. 4.4 Media Relations and Public Statements

    The CUC Group’s business activities are closely monitored by the media — newspapers, magazines, radio, television, internet outlets, etc — as well as by securities analysts. Information provided to such parties is often interpreted as an official statement of the CUC Group and communicated publicly as such. To ensure that information shared with the public is clear and accurate, comments to the media must only be made through authorized spokespeople. Personnel must not contact or respond to the media on behalf of the CUC Group without the authorization of departments designated to handle such matters (e.g., Corporate Communications or Investor Relations). When speaking on social issues as private citizens, Personnel must do so in a way that makes it clear they are expressing personal opinions, and must avoid giving the impression that they are speaking or acting on behalf of the CUC Group.