Gurunavi : Corporate Governance Report

TRANSLATION

This document is translated for reference purposes only from an original document submitted to the Tokyo Stock Exchange in Japanese. The original shall prevail in the event of any discrepancy between this translation and the Japanese original.

CORPORATE GOVERNANCE REPORT

Last update: June 22, 2021 Gurunavi, Inc.

Akio Sugihara, President and Representative Director Inquiries: Legal & Compliance Department Tel: [phone] Securities code: 2440

https://corporate.gnavi.co.jp/en/

The status of Gurunavi, Inc.'s corporate governance is as follows.

I. Basic views on Corporate Governance, Capital Structure, Corporate Profile, and Other Basic Information

1. Basic Views

Under the principle of prioritizing shareholders' interests, Gurunavi, Inc. (hereinafter, "Gurunavi" or the "Company") maintains a keen awareness of the management responsibility of directors and upholds basic policies to enhance its corporate governance in order to prevent irregularities, clarify decision-making processes, and ensure the logical implementation of operations.

[Reasons for Non-compliance with the Principles of the Corporate Governance Code] [Principle 4-10. Use of Optional Approach]

Gurunavi has not established an optional advisory committee at this time. However, regarding the appointment of director candidates and the determination of remuneration for directors, explanations are given to the independent directors, and appropriate advice is obtained prior to resolution by the board of directors of the Company (hereinafter, the "Board of Directors"). As the appropriate involvement and advice of the independent directors is obtained in this way, the Company sufficiently ensures the independence, objectivity, and accountability of the functions of the Board of Directors in relation to the appointment of director candidates and the determination of remuneration for directors.

*The above information is based on the Corporate Governance Code prior to its revision in June 2021.

[Disclosure Based on the Principles of the Corporate Governance Code] [Principle 1-4. Cross Shareholdings]

The Gurunavi and its subsidiaries (hereinafter, "Gurunavi group") makes investment decisions based on comprehensive considerations covering necessity for business activities, such as business alliances, and maintaining and strengthening business relations, etc. the advantages to be gained by the group through investment in such cross shareholdings, and risks associated with investment amounts and holdings, etc.

In addition, the department in charge will carefully examine suitability of cross-shareholdings retention, taking into consideration factors such as contribution to the company's growth and business development, etc. and return on investment, and continued retention will be examined by the Board of Directors. Furthermore, where the suitability/rationality of retention is not considered appropriate, cross-shareholdings shall be suitably disposed.

Voting rights for cross shareholdings are exercised appropriately following careful examination of proposal content, by the department in charge of strategic investment, in order to determine whether the proposal will contribute to an increase in our shareholder value. Regardless of whether a proposal is put forward by the issuing company or by its shareholders, affirmative decisions will

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not be made in relation to proposals that impair our shareholder value.

[Principle 1-7. Related Party Transactions]

Gurunavi holds that directors engagement in competing transactions, conflict of interest transactions, or other transactions equivalent thereto, are subject to approval by the Board of Directors in accordance with laws and its Regulations of the Board of Directors. In addition, transaction results are disclosed in a timely and appropriate manner in accordance with applicable laws.

In addition, regarding transactions with major shareholders, companies in which the Chairman & Director of the Company serves as a director and companies in which a director of the Company executes the operations, the department in charge of compliance & risk management conducts careful examinations of terms and conditions of transactions, such as transaction price, and reasons for engaging in such transactions, etc. and the results and details of the transactions are regularly reported to an examination committee that includes an outside member of the Audit & Supervisory Board as a member.

Regarding related party transactions other than the above, the Company will appropriately disclose important facts in accordance with applicable laws.

[Principle 2-6. Roles of Corporate Pension Funds as Asset owners]

Gurunavi has not adopted a corporate pension plan, and consequently does not qualify as a corporate pension asset owner.

[Principle 3-1. Full Disclosure]

1. Company objectives (e.g., business principles), business strategies, and business plans
   Our social purpose is "Food: Satisfying People and Creating Connections". This reflects our desire to continue to provide new value to the world and contribute to the realization of a better society by exploring all the possibility of food and connecting people, things and events all over the world through food, based on the spirit "Protecting and nurturing Japanese food culture" which has been with us since our founding.
   We have positioned the three years from FY2020 to FY2022 as the foundation construction period for long-term improvement of corporate value. During this period, we will address the following two issues particularly in the field of restaurant sales promotion support services which is our core business: 1) Thoroughly create restaurant search and reservation services from the consumer's perspective, and improve the customer referral capability to restaurants. 2) Review sales measures and methods such as membership plans. Through these efforts, we will regain trustworthiness of both our customers, consumers and restaurants. In addition, we will improve our policy implementation capabilities by renewing our internal system and strengthening human resource strategy, and aim to steadily generate profits by continuously improving profitability. We aim to support the entire management of restaurants not just sales promotion, and also work on examining and providing new value.
   The above content was posted on our website as a medium-term business policy. https://corporate.gnavi.co.jp/en/profile/mid_term/

(2)Basic views and guidelines on corporate governance

Under the principle of prioritizing shareholders' interests, Gurunavi maintains a keen awareness of the management responsibility of directors, and upholds basic policies to enhance our corporate governance in order to prevent irregularities, clarify decision-making processes, and ensure the logical implementation of operations.

The Board of Directors is comprised of seven directors, including one representative director and five outside directors. In principle, it holds monthly meetings to make important management decisions and supervise the execution of duties by directors.

The Audit & Supervisory Board is comprised of four Audit & Supervisory Board Members

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(hereinafter, the "A&SBMs"), of which three are outside A&SBMs. In principle, it holds monthly meetings. Each A&SBM attends important meetings including board meetings and audits the execution of duties by directors.

Furthermore, three of the five outside directors and three outside A&SBMs mentioned above have been designated as independent directors/A&SBMs under the provisions of the Tokyo Stock Exchange (hereinafter, the "TSE"), and notification of such appointment has been submitted to the TSE.

In addition, we have reinforced our governance structures by introducing an executive officer system to separate oversight functions by the Board of Directors and business execution functions undertaken by executive officers. Moreover, in accordance with the basic policies determined by the resolution of the Board of Directors, the Executive Committee has been set up to deliberate on important issues related to management and exercise general controls over business execution and is comprised of the President & Representative Director and executive officers. The meetings of the Executive Committee are held regularly with the attendance of full- time A&SBM.

(3)Basic policies and procedures regarding remuneration for directors

Basic policies and procedures related to remuneration for directors are given under [Director Remuneration] in "II Status of Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management - 1. Matters related to Organizational Composition and Operation, etc." in this document.

(4)Basic policies and procedures regarding the appointment/dismissal of senior management and the nomination of director and A&SBM candidates

In the appointment/dismissal of senior management and the appointment of director candidates, Gurunavi considers ability, experience, character and opinion, etc. to reach a comprehensive judgment on whether the individual possesses a full understanding of Gurunavi's corporate philosophy and the ability to put said philosophy into practice.

In view of roles such as management oversight and oversight functions, the selection of outside directors/A&SBMs involves the comprehensive consideration of attributes such as company management experience and specialist expertise, etc.

In addition, as the core business of Gurunavi is food, a woman's perspective is important, and the appointment of female directors is also progressing.

In the event that a member of senior management commits an act of misconduct, undertakes actions that harm the company's reputation, or is deemed unsuitable for a director position, said individual shall be dismissed by resolution of the Board of Directors.

1. Explanation regarding the appointment/dismissal and nomination of individual directors and A&SBMs
   Reasons for the nomination of individual director and A&SBM candidates are given in reference document, "Notice of Convocation of the General Meeting of Shareholders". In addition, reasons for the appointment of outside director/A&SBM are given under "[Directors] Relationship with the Company (2)" and "[A&SBMs] Relationship with the Company (2)" in "II Status of Business
   Management Organization and Other Corporate Governance Systems regarding Decision- making, Execution of Business, and Oversight in Management - 1. Matters related to Organizational Composition and Operation, etc." in this document.

[Principle 4-1. Roles and Responsibilities of the Board (1)] Supplementary Principle 4-1 - 1

The Board of Directors undertakes decisions on matters to be determined under applicable laws and its Articles of Incorporation, in accordance with the "Regulations of the Board of Directors".

In addition, "Executive Committee Rules" have been formulated by resolution of the Board of Directors, and the Executive Committee, which is an optional decision-making agency established

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in accordance with said rules, undertakes deliberations, resolutions and establishment of direction in relation to execution plans for important individual business matters and other important business execution related matters, in accordance with criteria provided under said rules, and of the agenda items discussed by the Executive Committee, items deemed necessary are submitted for further deliberation by the Board of Directors.

In addition, Gurunavi has set forth the responsibilities and authority assigned to each position in relation to the execution of company business under the "Rules on Official Authority", which also set forth authority of final decision for matters that occur in the course of this company's business.

[Principle 4-8. Effective Use of Independent Outside Directors]

Gurunavi has appointed three independent outside directors in order to reinforce the oversight functions of the Board of Directors through advice and oversight from objective and neutral perspectives.

[Principle 4-9. Independence Standards and Qualification for Independent Outside Directors]

Gurunavi determines the independence of independent outside directors/A&SBMs in accordance with independence criteria set by the TSE. Furthermore, in relation to consultants, accounting or legal professionals who receive a "large amount" of money or other property benefit other than executive officer's remuneration from a listed company (when persons receiving said property benefit is an organization such as a corporation or an association, etc. this refers to persons belonging to said organization), for the most recent fiscal year, "large amount" refers to an amount no less than ¥10 million a year for an individual or, in the case of an organization such as a corporation or an association, etc. an amount greater than 2% of consolidated net sales or total income of the relevant organization.

[Principle 4-11. Preconditions for Securing the Effectiveness of the Board of Directors and the Audit & Supervisory Board]

Supplementary Principle 4-11 - 1

In order to secure the balance of knowledge, experience, ability, and diversity within the Board of Directors as a whole, for the appointment of directors, our policy is to appoint individuals possessing the ability to realize and apply Gurunavi's corporate philosophy, excellent management skills that will support sustainable growth, and highly capable individuals possessing an abundance of knowledge and experience in specialist fields, regardless of age, gender, or nationality.

Regarding views on the size of the Board of Directors as a whole, in consideration of future business development and an appropriately balanced outside director ratio, Gurunavi believes that the current size is appropriate.

Supplementary Principle 4-11 - 2

Gurunavi annually discloses the status of major concurrent offices of candidate directors and candidate A&SBMs as well as directors and A&SBMs in the reference documents and the business report of the "Notice of Convocation of the General Meeting of Shareholders", and other disclosure documents such as securities reports, etc.

Supplementary Principle 4-11 - 3

As an approach taken to vitalize the Board of Directors, Gurunavi sets the schedule for meetings to be held over the course of a year in advance to improve attendance, with ample time set for these meetings to secure sufficient time for deliberations. In addition, advance notification of agenda items is implemented in order to enrich the content of deliberations. Furthermore, all directors and A&SBMs are required to complete questionnaire surveys implemented in relation to the operation of the Board of Directors, in order to analyze and evaluate the effectiveness of the Board.

With the results showing that these approaches were given a consistent level of appraisal, we conclude that, as a Board of Directors, the Board of Directors of the company is functioning effectively. In addition, opinions on further improvements in the future were put forward, and

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approaches to improve effectiveness will continue.

[Principle 4-14. Director and A&SBM Training]

Supplementary Principle 4-14 - 2

To ensure that the directors and A&SBMs can fully perform the roles and duties demanded of them, Gurunavi provides training opportunities with external specialists in relation to the responsibilities of directors and corporate governance.

Even after appointment to office, continual training opportunities are provided in response to amendments to laws and changes to the company's business environment.

In addition, when appointing outside directors/A&SBMs, Gurunavi arranges opportunities to provide information such as an overview of Gurunavi's business and business principles, etc.

[Principle 5-1. Policy for Constructive Dialogue with Shareholders]

Gurunavi believes in the importance of deepening mutual understanding through constructive dialogue with one of our important stakeholder groups, the shareholders and investors, in order to improve corporate value. To this end, systems to promote dialogue with shareholders have been prepared, and Gurunavi actively sets up opportunities for dialogue with institutional investors and individual investors.

Supplementary Principle 5-1 - 1

The President and the relevant officers in charge, participate as appropriate when engaging in dialogue with shareholders and investors, in order to properly reflect the opinions, etc. of shareholders in management practice.

Supplementary Principle 5-1 - 2

(1) The President oversees all dialogue with shareholders.

(2)The IR Group in charge of investor relations is established under the Corporate Planning Department, and frequently holds meetings, exchanges opinions and examines the contents when preparing disclosure materials in coordination with other departments related to accounting and finance, legal affairs, etc.

(3)In addition to statutory disclosure and timely disclosure, Gurunavi implements active disclosure of information on Gurunavi group activities in order to contribute to constructive dialogue with shareholders and investors.

Regarding approaches related to dialogue with institutional investors, Gurunavi deals with daily meetings with domestic and overseas institutional investors as well as holding briefing sessions, etc. covering matters such as overviews of Gurunavi group business strategies, performance and business status, and returns to shareholders, etc. To the fullest extent possible, the President and senior management members participate in direct dialogue with institutional investors, as opportunities for dialogue from long-term perspectives that look forward to improved corporate value facilitate the reflection of dialogue results in management practice.

Regarding dialogue with individual investors, the company creates opportunities for dialogue that will serve to deepen understanding of Gurunavi group business content, by allocating ample time for questions after providing explanations on business report content and business strategies, etc. through video and slide presentations in General Shareholders Meetings, which provide valuable and important opportunities for dialogue.

(4)The details of questions posed by institutional investors and their opinions, etc. are appropriately shared among senior management members, and applied in relation to future Gurunavi group management practice.

1. Gurunavi has established regulations related to information disclosure and the prevention of insider trading. Information disclosure is conducted promptly, fairly and accurately, with duty of

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