(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Cover Page

Document Name:

Extraordinary Report

Filed with:

The Director-General of the Kanto Local Finance Bureau

Filing Date:

December 1, 2021

Corporate Name:

Gurunavi, Inc.

Name and Title of Representative:

Akio Sugihara, President and Representative Director

Location of Head Office:

1-2-2 Yurakucho, Chiyoda-ku, Tokyo

Telephone Number:

(03)3500-9700

Name of Contact Person:

Teruhisa Yamada, Senior Managing Executive Officer

Nearest Contact Location:

1-2-2 Yurakucho, Chiyoda-ku, Tokyo

Telephone Number:

(03)3500-9700

Name of Contact Person:

Teruhisa Yamada, Senior Managing Executive Officer

Place of Public Inspection

Tokyo Stock Exchange, Inc.

of the Extraordinary Report:

(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)

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1. Reason for Filing

Gurunavi, Inc. (the "Company") is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. to report the result of exercise of voting rights at the Extraordinary General Meeting of Shareholders of the Company held on November 30, 2021.

2. Description of Report

  1. Date on which the Extraordinary General Meeting of Shareholders was held: November 30, 2021
  2. Details of the matters resolved:

Item 1: Partial Amendments to the Articles of Incorporation

The Articles of Incorporation shall be amended for the reasons outlined below.

  1. To shorten the term of office of Directors to one year and to clarify the responsibilities of each Director during each business year.
  2. To add class A preferred shares as a new class of share and to establish new provisions related to class A preferred shares, in order to enable the issuance of class A preferred shares.
  3. To consolidate the provisions related to acquisition of treasury shares and to establish a new provision that allows the Board of Directors to pass resolutions on dividends of surplus, etc., in order to enable the execution of flexible capital and dividend policies.
  4. To make changes in order to allow flexibility in the operation of the General Meeting of Shareholders so that, in the event that the President and Representative Director is unable to act, an Executive Officer other than a Director (limited to a shareholder) may chair the General Meeting of Shareholders in addition to other Directors.
  5. In addition, to alter the numbering of articles following the above amendments and to make corrections to inconsistencies to format the document.

Item 2: Issuance of Class A Preferred Shares by Third Party Allotment

Issuance of class A preferred shares by third party allotment to SMBCCP Investment Limited Partnership No. 1, pursuant to the provisions of Article 199 of the Companies Act in order to secure equipment funds and working capital for existing businesses (restaurant support) and to stabilize the financial base, thereby strengthening the foundation for recovery and re- growth of business performance and efforts to increase corporate value over the medium to long term.

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  1. The number of voting rights relating to the indication of "for", "against" or "abstention" for each item; Requirement approving the item; and Results of resolutions.

Absten-

Resolution

Resolution Results

Proposal

For

Against

Require-

(Percentage of

tion

ments

affirmative votes)

Item 1

363,067

4,888

0

(Note)

Approved (98.39%)

Item 2

364,715

3,269

0

(Note)

Approved (98.83%)

(Note) Approval of not less than two-thirds (2/3) of the voting rights held by shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required.

  1. Reason why a portion of the voting rights held by the shareholders present at the meeting was not added to the number of voting rights:

The requirement for adoption of each proposal was satisfied and resolutions have been legally adopted pursuant to the Companies Act by aggregating the votes exercised prior to the meeting and votes of shareholders present at the meeting whose indication as to each proposal was confirmed. Therefore, of the voting rights held by the shareholders present at the meeting, the number of voting rights whose intention of for, against or abstention was not confirmed has not been included in the calculation.

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Gurunavi Inc. published this content on 01 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 01:40:06 UTC.