On December 12, 2022, Gakujo Co., Ltd announced that LIM Japan Master Fund requested the 45th Ordinary General Meeting of Shareholders to be held on January 27, 2023, in order to consider its proposals. In addition, the Company expressed that opposes these proposals. Following, there are the details of proposals: (i) Acquisition of treasury stock: LIM Japan expressed that the Company is not an Investment Management Company.

The Company's excess capital has resulted in a cost of capital exceeding business risk and a return on equity "ROE" that does not adequately reflect the earning power of the core business, and also Company's stock price indicators is undervalued compared to other Companies in the same industry is that it owns assets that do not contribute to its core business, (ii) Appropriation of surplus with 82 yen per share of Common Stock disposal: LIM Japan propose a dividend of 82 yen, which is equivalent to net income per share for the fiscal year ending October 2022, and expressed that the Company have a huge amount of assets under management and the business model does not require large capital investment, (iii) Partial amendment to the Articles of Incorporation (disclosure of cost of capital): the Company is not conscious of the cost of equity capital that shareholders expect as a return, (iv) Partial amendment to the Articles of Incorporation (Cancellation of treasury stock): LIM Japan expressed that in order for shareholders themselves to make decisions regarding the cancellation of treasury stock, it proposed to amend the Articles of Incorporation to enable the cancellation of treasury stock to be implemented by resolution of the shareholders' meeting, and (v) Cancellation of treasury stock: For the reasons described in Proposal (iv), LIM Japan stated that the cancellation of treasury stock will contribute to improve shareholder value. Further, regarding these Proposals, the Company objects for these reasons: (i) to prepare for contingencies such as economic cycles and pandemics, the Company need sufficient cash on hand that can be used flexibly, and it is important to find the optimal balance between securing funds for strategic investments that will lead to sustainable growth and returning profits to shareholders, (ii) the Company expressed that it is an excessive dividend, and believe that it will not lead to the improvement of the medium- to long-term Corporate value of the Company and the common interests of the shareholders, (iii) the disclosure of the cost of capital is inconsistent with the provisions of the Articles of Incorporation, which are the fundamental principles of the Company, (iv) it is appropriate for the Board of Directors to resolve the cancellation of treasury stock in accordance with the provisions of the Companies Act., and (v) the Company stated that as part of efforts to strengthen human capital, it have decided to introduce stock compensation for employees to further increase employees' awareness of management participation and commitment to improving Corporate value.