Gurunavi : Notice of Convocation of the 33rd Ordinary General Meeting of Shareholders

Note: This document has been translated from a part of 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.

Securities Code: 2440 June 6, 2022

To our shareholders

Akio Sugihara

President, Representative Director Gurunavi, Inc.

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

Notice of Convocation of the 33rd Ordinary General Meeting of Shareholders

First, we would like to express our sincere sympathy to those who have been adversely affected by the novel coronavirus infection (COVID-19), and our utmost respect and appreciation to medical professionals and all the people who have been working around the clock on the frontline to fight against the virus.

The 33rd Ordinary General Meeting of Shareholders of Gurunavi, Inc. (hereinafter the "Company") will be held as described below.

After careful consideration to prevent the spread of COVID-19, we have decided to hold the General Meeting of Shareholders after implementing appropriate measures to prevent infection.

In order to avoid the risk of infection among shareholders and the Company's officers and employees, shareholders are kindly requested to exercise their voting rights in writing or via the internet, etc. in advance and refrain from visiting the meeting venue on the day of the General Meeting of Shareholders as much as possible, regardless of their health condition.

In addition, from the perspective of reducing the risk of spreading infection and the continuation of the Company's business, there is a possibility that, even in the case of the Company's officers, only some officers may attend the General Meeting of Shareholders, regardless of their health condition on the day.

You can exercise your voting rights by using one of the following methods. Please read the "Reference Documents for the General Meeting of Shareholders," and exercise your voting rights by the voting deadline, no later than 6 p.m. on Tuesday, June 21, 2022 (JST).

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[Voting by mail]

Please indicate your approval or disapproval of each of the proposals on the enclosed Voting Rights Exercise Form and return it to the Company so that it arrives by the voting deadline mentioned on the previous page.

[Voting via the internet or other electronic means]

Please read "Information on Exercise of Voting Rights by Electronic Means" (Japanese only) and enter your approval or disapproval of each of the proposals by the voting deadline mentioned in the previous page.

1. Date and Time: Wednesday, June 22, 2022 at 10 a.m. (JST)
2. Location: Conference room of the Company

Toho Hibiya Bldg., 6th Floor, 1-2-2 Yurakucho, Chiyoda-ku, Tokyo

With emphasis on the stable use of the venue, this year's General Meeting of Shareholders will also be held in the Company's own conference room. The number of seats available will be limited due to the need to increase the distance between seats in order to prevent the spread of infection. You therefore may not be allowed to enter the venue even if you come on the day of the Meeting. Thank you in advance for your understanding.

3. Agenda for the Meeting Matters to be reported:

1. The Business Report, the Consolidated Financial Statements, and the results of the audits by the Financial Auditors and the Audit & Supervisory Board regarding the Consolidated Financial Statements for the 33rd fiscal year (from April 1, 2021 to March 31, 2022)
2. The Non-Consolidated Financial Statements for the 33rd fiscal year (from April 1, 2021 to March 31,

2022)

Matters to be resolved:

Proposal No. 1: Partial Amendments to the Articles of Incorporation

Proposal No. 2: Election of Seven (7) Directors

4. Arrangements in Convening the Meeting

1. If you exercise your voting rights both in writing (by mail) and via the internet or other electronic means, we will only accept the exercise of your voting rights by electronic means as valid.
2. If you exercise your voting rights more than once by electronic means, we will only accept the most recent exercise of your voting rights as valid.

• The following information is available on the Company's website (https://corporate.gnavi.co.jp/en/ir/stock/meeting.html) (in Japanese only), and it is therefore omitted from the materials annexed to this Notice of Convocation pursuant to relevant laws and regulations and Article 14 of the Company's Articles of Incorporation. Accordingly, the attachments to this Notice of Convocation are only parts of the statements audited by the Auditors and FinancialAuditors in their preparation of the audit reports.
• 1. Notes to Consolidated Financial Statements
  2. Notes to Non-Consolidated Financial Statements
  3. The following items in the Business Report: "Major Offices," "Status of Employees," "Status of Principal Lenders and Amount of Borrowings," "Other Important Matters Regarding the Current Status of the Corporate Group," "Matters Regarding Outside Directors," "Matters regarding Accounting Auditors," "System to Ensure the Appropriateness of Business Operations," "Overview of the Operational Status of the System to Ensure the Appropriateness of Business Operations," "Financial Auditors' Report regarding the Consolidated Financial Statements," "Financial Auditors' Report regarding the Non-Consolidated Financial Statements," and "Audit & Supervisory Board's Audit Report."
• Any subsequent revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non- Consolidated Financial Statements and the Consolidated Financial Statements will be posted on the Company's website above) (in Japanese only).
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Request to Shareholders

• The Company will take necessary measures to prevent infection depending on the pandemic status of COVID-19 as of the date of the General Meeting of Shareholders. Any significant changes in the operation of the General Meeting of Shareholders due to future circumstances will be notified on the Company's website above ) (in Japanese only).
• Please be advised that we will measure the body temperature of our shareholders and disinfectant will be available near the reception desk at the venue. We also ask that you bring and wear a mask if you come to the meeting.
• The management staff of the General Meeting of Shareholders will wear masks in addition to having their physical condition checked, including their body temperatures.
• To shorten the length of the Meeting and prevent the COVID-19 infection at the General Meeting of Shareholders, detailed explanations of the proposals will be omitted.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
   The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, the following changes shall be made in order to prepare to introduce a system for provision in electronic format of information materials for the General Shareholders Meeting.
2. Details of amendments
   The details of the amendments are as follows:

	(Underlined text indicates amendments.)
Current Articles of Incorporation	Proposed Amendments
Article 14 (Internet Disclosure and Deemed Provision of General	(Deleted)
Meeting of Shareholders Reference Documents, etc.)
When convening the General Meeting of Shareholders, the
Company shall disclose information concerning matters to be
stated or indicated in General Meeting of Shareholders reference
documents, business reports, financial statements, and
consolidated financial statements, through methods utilizing the
Internet, in accordance with Ordinances of the Ministry of
Justice, and such disclosure shall be deemed as provision of said
information to shareholders.
(Newly established)	Article 14 (Measures, etc. for Electronic Provision)
	When convening a General Meeting of Shareholders, the
	Company shall take measures to provide the information
	contained in the reference documents, etc. for the General
	Meeting of Shareholders in electronic format.
	2. Among the items to be provided in electronic format, the
	Company may exclude all or part of the items stipulated in the
	Ordinances of the Ministry of Justice in the printed documents
	to be delivered to shareholders who have made a written
	request for printed documents by the record date for voting
	rights.
(Newly established)	(Supplementary Provisions)
	The deletion of Article 14 (Internet Disclosure and Deemed
	Provision of General Meeting of Shareholders Reference
	Documents, etc.) of the Articles of Incorporation prior to the
	amendment and the establishment of Article 14 (Measures, etc.
	for Electronic Provision) of the Articles of Incorporation after the
	amendment shall take effect as of September 1, 2022.
	2. Notwithstanding the provisions of the preceding paragraph,
	Article 14 of the articles of incorporation prior to the
	amendment shall remain in force and effect with respect to the
	General Shareholders Meeting to be held until the end of
	February 2023.
	3. These supplementary provisions shall be deleted after the end
	of February 2023 or the lapse of three months from the date of
	the General Meeting of Shareholders referred to in the
	preceding paragraph, whichever is later.

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Proposal No. 2: Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this meeting. Accordingly, the Company proposes the election of seven (7) Directors.

The candidates for Director are as follows:

		Brief personal history, position, responsibilities and significant	Number of the
No.	Name (Date of birth)	Company's shares
	concurrent positions
			held
		Apr. 1963	Joined Mitsubishi Metal Corporation (now
			Mitsubishi Materials Corporation)
		Oct. 1989	Director, Kotsu Ad Company (now Gurunavi,
			Inc.)
		Dec. 1999	Representative Director, Chairman and
			President, Internet Navi Tokyo Co., Ltd. (now
			Gurunavi, Inc.)
		June 2001	Representative Director, Chairman, Gurunavi,
			Inc.
		Mar. 2004	Director, Chairman, Gurunavi, Inc.
	Hisao Taki	Feb. 2010	Representative Director, Chairman, Gurunavi,	Common shares
	(February 3, 1940)		Inc.
		7,097,800
	Reelection	June 2019	Director, Chairman, Gurunavi, Inc. (current
1			position)
	Dec. 2021	Representative Director, Advisor, Let's ENJOY
			TOKYO, Inc. (current position)
		(Responsibilities and significant concurrent positions)
		Representative Director, President, Gurunavi Research Institute
		Inc.
		Director, Chairman, and Founder, NKB Inc.
		Chairman, Japan Traffic Culture Association (Representative of
		the Board of Directors)
		Representative Director, Advisor, Let's ENJOY TOKYO, Inc.
	Reasons for nomination as candidate for Director
	From his standpoint as a founder and shareholder, Mr. Hisao Taki was nominated as candidate for Director because the
	Company expects him to promote the development of the entire Company and improve the business results from the
	point of view of a corporate executive and properly perform supervising functions as Director, by expressing the
	corporate philosophy.

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