Notice of Convocation of the Extraordinary 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 November 15, 2021

To our shareholders

Akio Sugihara

President, Representative Director

Gurunavi, Inc.

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

Notice of Convocation of the Extraordinary 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 Extraordinary General Meeting of Shareholders of Gurunavi, Inc. (hereinafter the "Company") will be held as described below.

The state of emergency and priority preventative measures, which were issued in April 2021 as a means to prevent the spread of COVID-19, were lifted in all prefectures throughout Japan on September 30. However, the Japanese government and prefectural governors have strongly requested that we continue to take appropriate measures to prevent the spread of COVID-19 even after the lifting of the restrictions. After careful consideration of the situation, the Company has 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 as much as possible.

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 no later than 6 p.m. on Monday, November 29, 2021 (JST).

- 1 -

[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 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 above.

1. Date and Time: Tuesday, November 30, 2021 at 10 a.m. (JST)
2. Location: Conference room of the Company

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

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.

1. Agenda for the Meeting Matters to be resolved:
   Proposal No. 1: Partial Amendments to the Articles of Incorporation
   Proposal No. 2: Issuance of Class A Preferred Shares by Third Party Allotment
2. Arrangements in Convening the Meeting
3. 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.

• Any subsequent revisions to the Reference Documents for the General Meeting of Shareholders will be posted on the Company's website (https://corporate.gnavi.co.jp/en/ir/stock/meeting.html).

- 2 -

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 following website
  (https://corporate.gnavi.co.jp/en/ir/stock/meeting.html).
• 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.

- 3 -

Reference Documents for the General Meeting of Shareholders

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

1. Reasons for the proposal
   The Articles of Incorporation shall be amended for the reasons outlined below. The amendments to the Articles of Incorporation will take effect on December 10, 2021, subject to the approval of Proposal No. 2 "Issuance of Class A Preferred Shares by Third Party Allotment," in its original form.
2. 1. To shorten the term of office of Directors to one year and clarify the responsibilities of each Director during each business year.
   2. To add class A preferred shares as a new class of share and newly establish 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 that allow other Directors as well as Executive Officers (limited to those who are shareholders) other than Directors to chair the General Meeting of Shareholders in the event that the President, Representative Director is unable to attend, in order to enable flexibility in the operation of the meetings.
   5. In addition, to alter the numbering of articles following the above amendments and to make corrections to inconsistencies to format the document.
3. Details of amendments
   The details of the amendments are as follows:

	(Underlined text indicates amendments.)
Current Articles of Incorporation	Proposed Amendments
Article 2 (Objectives)	Article 2 (Objectives)
The objectives of the Company are to engage in the following	The objectives of the Company are to engage in the following
business activities.	business activities.
(1) to (12) (Omitted)	(1) to (12) (Unchanged)
Article 6 (Total number of authorized shares)	Article 6 (Total number of authorized shares and total number
	of authorized shares in a class)
The total number of shares authorized for issue by the Company	The total number of shares authorized for issue by the Company
shall be 184,000,000 shares.	shall be 187,400,000 shares. The total number of common
	shares authorized for issue shall be184,000,000 shares, and the
	total number of class A preferred shares authorized for issue
	shall be 3,400,000 shares.
Article 7 (Share Unit)	Article 7 (Share Unit)
One share unitof the Company shall be 100 shares.	One share unit of the Company's common shares shall be 100
	shares, and one share unit of class A preferred shares shall be one
	share.
Article 9 (Acquisition of Treasury Shares)	(Deleted)
The Company may acquire treasury shares through market
transactions, etc. by resolution of the Board of Directors, in
accordance with the provisions of Article 165 Paragraph 2 of the
Companies Act.
Article 10(Administrator of the Shareholder Registry)	Article 9(Administrator of the Shareholder Registry)
(Omitted)	(Unchanged)
Article 11(Rules for the Handling of Shares)	Article 10(Rules for the Handling of Shares)
(Omitted)	(Unchanged)
(Newly established)	Chapter 2-2 - Class A Preferred Shares
(Newly established)	Article 10-2 (Class A preferred dividends)
	When paying dividends of surplus, the Company shall pay
	dividends of surplus in the amount per class A preferred share set

- 4 -

Current Articles of Incorporation

Proposed Amendments

forth in Paragraph 2 (hereinafter referred to as "Preferred Dividends"), within the scope permissible under applicable laws and regulations, to shareholders holding class A preferred shares (hereinafter referred to as "Class A Preferred ShareShareholders") and registered pledgees of class A preferred shares

(hereinafter collectively with Class A Preferred Share Shareholders referred to as "Class A Preferred Share Shareholders, etc.") listed or recorded in the final register of shareholders on the record date for the dividend of surplus, aheadof shareholders holding common shares (hereinafter referred to as

"Common Share Shareholders") and registered pledgees of common shares (hereinafter collectively with Common Share Shareholders referred to as "Common Share Shareholders, etc."). However, if the Company has paid a dividend of surplus (excluding a dividend of surplus pertaining to cumulative unpaid preferred dividends set forth in Paragraph 3) to the Class APreferred Share Shareholders, etc., ahead of paying such dividend

of surplus, with the record date falling on a day during the same business year as the business year to which the record datepertaining to such dividend of surplus belongs, the Company shall

pay the dividend of surplus in the amount less the total of the dividend of surplus paid ahead.

1. The amount of Preferred Dividend per class A preferred share in a business year shall be the amount calculated by multiplying the amount paid for the class A preferred shares by 9.00%. However, for the business year ending on March 31, 2022, the amount of Preferred Dividend shall be calculated on a prorated basis, assuming one year to be 365 days with regard to the actual number of days during theperiod from the payment date (including the payment date) to March 31, 2022 (including the same date), and divisions shall be made at the end. Fractions of less than one yen shall be calculated to four decimal places and the result shall be rounded off to the third decimal place.
2. If the total amount of dividend of surplus per share paid to Class A Preferred Share Shareholders, etc., with a record date belonging to a given business year (in the business year to which the payment date belongs, the period from the payment date (including the payment date) until the last day of the relevant business year (including the last day); thesame shall apply hereinafter in this paragraph) is less than the amount of Preferred Dividends for the relevant business year, the shortfall shall accumulate from the first day of the business year following the relevant business year (including the first day) until the date of actual payment (including the payment day) at a rate of 9.00% per annum, compounded annually. This calculation shall be made on a prorated basis, assuming one year to be 365 days, and divisions shall be made at the end. Fractions of less than one yen shall be calculated to four decimal places and the result shall be rounded off to the third decimal place. The Company shall pay Class A Preferred Share Shareholders, etc., any shortfall accumulated (hereinafter referred to as "Cumulative Unpaid Preferred Dividends") ahead of Preferred Dividends and dividends of surplus for Common Share Shareholders, etc., in business years from the following business year onward. The Company shall pay Cumulative Unpaid Preferred Dividends for the older business year first, if there are Cumulative Unpaid Preferred Dividends for more than one business year. Furthermore, any fraction of less than one yen in the amount calculated by multiplying the amount equivalent to Cumulative Unpaid Preferred Dividends to be paid, by the number of class A preferred shares to which Class A Preferred Share Shareholders, etc., are entitled, shall be discarded.
3. The Company shall not pay dividends of surplus to Class A Preferred Share Shareholders, etc., in excess of the total amount of Preferred Dividends and Cumulative Unpaid Preferred Dividends. However, this does not include

- 5 -