Gurunavi : (Delayed) 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 23, 2023

Gurunavi, Inc.

Akio Sugihara, President & Representative Director

Inquiries: Legal & Compliance Department

Tel: +81-3-6744-6463

Securities code: 2440

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

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

1. 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.

Gurunavi established a diversity promotion department in 2015 in order to promote human resource development and establish internal environments that ensures diversity, and is working to create a corporate climate that allows diverse human resources, including women, persons with disabilities, and non-Japanese, to maximize the abilities they possess and to create environments in which they can play an active role.

Currently, Gurunavi has not set any measurable targets, as Gurunavi recognizes that the promotion of women, mid-career recruits, and non-Japanese employees in managerial positions has progressed to a certain extent. The status of ensuring diversity in the promotion of core workforce is as follows.

Regarding the promotion of women to core workforce, the ratio for women in managerial positions is 21% as of March 31, 2023. Gurunavi will continue to further support the advancement of women by expanding training and support tailored to career stages and life events, and programs to develop candidates for managerial positions.

Regarding promotion for mid-career recruits, these recruits account for the majority of total employees, and the company is actively advancing promotions of these recruits as they represent Gurunavi's core workforce, and many such human resources have been appointed to important positions such as executive officers, etc.

In addition, regarding non-Japanese employees, recruitment standards are the same as those for Japanese candidates, and they are actively working in important managerial positions according to their abilities.

Gurunavi will continue to foster a culture in which diverse human resources, not limited to women, can play an active role and create high value through the development of a flexible work environment that is not restricted by location or time.

Please refer to the following webpage for further information on our diversity promotion activities.

https://corporate.gnavi.co.jp/profile/sustainability/diversity/(Japanese version only)

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Supplementary Principle 4-1 - 2

At present, a medium-term numerical plan has not been published. However, Gurunavi has formulated a medium-term business policy (March 2024 period - March 2026 period) under 3-1. Full Disclosure> hereunder, which has been posted on the Company's website. https://corporate.gnavi.co.jp/en/profile/mid_term/

Furthermore, regarding a medium-term numerical plan, Gurunavi will review formulation and publication after the status of recovery from the impact of Covid-19 in the food service industry, which is the subject of Gurunavi services, and progress of new services based on the medium-term business policy, etc., have been taken into consideration.

Based on our purpose, "Food: Satisfying People and Creating Connections", Gurunavi upholds the basic principles of continuing to be a company that consistently provides new value to the world and contributes to the realization of a better society, and as stated in Supplementary Principle 3-1 - 3 hereunder, as well as convening the Executive Committee to conduct appropriate deliberations in relation to sustainability related risks and opportunities surrounding Gurunavi, along with the responses to such, and reporting the results of said deliberations to the Board of Directors, Gurunavi also implements various sustainability related initiatives. Furthermore, Gurunavi recognizes that the formulation of basic policy and advancement plans for the identification of important sustainability related issues and the preparation of systems for initiatives are issues for the future, and will maintain ongoing reviews of these issues.

5-2. Establishing and Disclosing Business Strategy and Business Plan>

At present, a medium-term numerical plan has not been published. However, Gurunavi has formulated

1. medium-termbusiness policy (March 2024 period - March 2026 period) under 3-1. Full Disclosure> hereunder, which has been posted on the Company's website. https://corporate.gnavi.co.jp/en/profile/mid_term/

Furthermore, regarding a medium-term numerical plan, Gurunavi will review formulation and publication on a renewed capital cost basis, after the status of recovery from the impact of Covid-19 in the food service industry, which is the subject of Gurunavi services, and progress of new services based on the medium-term business policy, etc., have been taken into consideration.

Supplementary Principle 5-2 - 1

The Company will also proceed with the formulation of business portfolio related basic policies, which will be included in the aforementioned medium-term business plan and disclosed accordingly.

[Disclosure Based on the Principles of the Corporate Governance Code] 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 not be made in relation to proposals that impair our shareholder value.

1-7. Related Party Transactions>

Gurunavi holds that directors engagement in competing transactions, conflict of interest transactions,

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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 whose members include A&SBMs.

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

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. However, defined contribution pension plans have been adopted. Explanations of plans and information to assist in the selection of pension products are provided to employees via in-house portal sites, etc.

3-1. Full Disclosure>

(1) Company objectives (e.g., business principles), business strategies, and business plans

The Gurunavi group defines its purpose as "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.

With changes in behavioral patterns/values of consumers in relation to eating out following Covid-19, the harsh business environment surrounding restaurants with issues such as labor shortages and sharp rises in prices of raw materials, etc. and changing trends in Web services, etc. taken into consideration, Gurunavi believes that there is an ever greater importance attached to the transformation of restaurant management as a whole through digital means in order to continue providing enriched restaurant experiences to consumers while enhancing the productivity of restaurants.

Consequently, while continuing to uphold our existing concept of "support for restaurant management as a whole without stopping at sales promotion alone", Gurunavi is formulating a three-year medium- term business policy for the March 2024 period to the March 2026 period with a basic strategy consisting of measures implementation focusing on DX for the two areas of "promotional activities" and "store management", both of which are directly connected to improving restaurant productivity. During this period, Gurunavi will aim to become the "best partner for restaurant management DX", and for the realization of this goal, we will further reinforce coordination with our business partners while simultaneously engaging in the thorough utilization of "information assets" accumulated through "human support" and "digital utilization", which are Gurunavi's strengths, in order to heighten the drive and effectiveness of each measure.

As a result, as well as contributing to the sustainable development of the food service industry, Gurunavi will achieve its own evolution into a business model that can withstand changes in the business environment, and will draw a new growth path.

Further details have been posted on the Gurunavi website.

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 six directors including one representative director (of which four are outside directors), who are not A&SBMs, and four directors (of which three are outside directors), who are A&SBMs. In principle, it holds monthly meetings to make important management decisions and supervise the execution of duties by directors.

Gurunavi will further reinforce the audit/oversight functions of the Board of Directors, and together with aiming towards the further enrichment of corporate governance, we have opted to be a company with audit & supervisory board in order to heighten management fairness, transparency, and efficiency

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through the delegation of authority for prompt decision-making and business execution. The Audit & Supervisory Board is comprised of four directors who are A&SBMs (of which three are outside directors). In principle, it holds monthly meetings. The full-time A&SBM attends important meetings such as the Executive Committee, and audits the execution of duties by directors.

In addition, as a voluntary advisory body to the Board of Directors, Gurunavi has established a Governance Committee chaired by an outside director, and the majority of members are outside directors.

Furthermore, five of the aforementioned seven outside directors have been designated as independent directors under the provisions of the Tokyo Stock Exchange, 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 the 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.

1. Policies and procedures regarding the appointment/dismissal of senior management and the nomination of director candidates

In the appointment/dismissal of senior management and the selection 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 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 senior management 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 senior management position, said individual shall be dismissed by resolution of the Board of Directors.

Furthermore, in the appointment/dismissal of senior management and the selection of director candidates shall be conducted after deliberation by the Governance Committee.

(5) Explanation regarding the appointment/dismissal and nomination of individual directors

Reasons for the nomination of individual director candidates are given in reference document, "Notice of Convocation of the General Meeting of Shareholders." In addition, reasons for the appointment of outside directors are given under "[Directors] 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.

Supplementary Principle 3-1 - 3

The Gurunavi group's views and initiatives concerning sustainability are as given below.

(1) Governance and Risk Management

Based on our purpose "Food: Satisfying People and Creating Connections", Gurunavi will continue to be a company that consistently provides new value to the world and contributes to the realization of a better society. Working towards the realization of this goal, the Executive Committee conducts appropriate deliberations in relation to sustainability related risks and opportunities surrounding Gurunavi, such as changes in social issues and the utilization of human capital, etc. and the responses to such, and reports to the Board of Directors. In addition, regarding matters concerning corporate governance, the Compliance & Risk Management Committee undertakes deliberations on important

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issues and reports the results to the Board of Directors, and we have established the Governance Committee as a voluntary advisory body to the Board of Directors.

Furthermore, regarding risk management, including sustainability related risk, for the Gurunavi group as a whole, an overview of basic policy and advancement systems is defined under the "Basis Risk Management Rules" established by the officer in charge of compliance & risk management. For further details, please see "IV. Matters related to the Internal Control System - 1. Basic Views on the Internal Control System and Status of Development - A. Basic Views - 3. Rules and other systems for managing risk of loss concerning the Gurunavi group".

(2) Strategies, Indicators, and Targets

With "food" as its business domain, Gurunavi bears responsibilities for active engagement in initiatives concerning various food related social issues. For example, regarding thorough transmission of highly reliable information to enhance the safety/security and richness of consumers' food experiences, support for evolution into restaurant management models that can withstand environmental and social changes, and the transmission, popularization and the passing down of Japan's excellent food culture and technologies to later generations, etc. as an operator of restaurant search and reservation media, we will simultaneously contribute to the sustainable development of the food service industry and food culture, achieve sustainable growth of restaurant support, which is our core business, and further expand Gurunavi's corporate value through the creation of new business, by utilizing the networks with food service related parties and food service related databases created and accumulated by Gurunavi since its founding, and making full use of these to exploit and demonstrate restaurant support know-how.

In addition, since its founding, Gurunavi has prioritized connections with the people related to the food service industry, which is built upon the strengths of people, such as those involved in sales, and has developed business accordingly. The belief that "connections with people" have the strength to mutually increase value, and the importance that Gurunavi places on this, is what drives our active approaches towards the resolution of various "people" related social issues, such as the preparation of environments in which our diverse human resources can showcase their character and abilities, and discovering and nurturing the diverse talent associated with food services, and improving working environments through improved productivity in food service industry, etc.

Furthermore, the Gurunavi group's policies on human resource development, including securing diverse human resources, and policies related to the establishment of internal environments, are as given below.

By realizing a strong organization that can continually create value in response to a changing business environment, Gurunavi initiated the "Work Style Evolution Project" in order to put our purpose into practice and achieve sustainable growth of corporate value. The "Work Style Evolution Project" adopts a "Smart Work Shift (highly productive, independent and efficient work style)" concept based on the following three "shifts", and endeavors to improve comfortable working (establishment of internal environments), and improve job satisfaction by improving the feeling of reward (reinforcement of HR systems that include HR development).

"Smart Work Shift (highly productive, independent, and efficient work style)"

• Workstyle Shift (A working style that suits the individual)
• Ownership Shift (Each individual fulfils a leading role)
• Management Shift (Improved productivity, promotion of value creation)

1. Making work more comfortable

• Measures that contribute to improved work style flexibility and diversity Expansion of work sites (December 2020)
  Introduction of remote working systems (April 2021) Introduction of flextime systems (October 2021)
  Introduction of joint commute/remote working "Hybrid workstyle" (October 2021)
• Measures that contribute to make work more comfortable
  Creation of a guide to communication under remote working (October 2020) Creation of a management book (February 2021)

Revitalization of internal communication such as reviews of company-wide morning meetings, etc.The specific measures of the "Work Style Evolution Project" are as given below.

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