Gungho Online Entertainment, Inc.TSE: 3765

Supplementary Explanatory Materials Regarding the Opinion of the Company’s Board of Directors on Shareholder Proposals at the Annual General Meeting of Shareholders

· Issued by Gungho Online Entertainment, Inc.












Summary of the Opinion of the Company's Board of Directors on Shareholder Proposals

The Company's Views on the Proposals

from Strategic Capital and LIM Japan Event Master Fund

  1. Shareholder proposals regarding shareholder returns

    The Company will implement shareholder returns of an appropriate scale to enhance corporate value, taking into account the Company's operating environment.

    P2~

  2. Shareholder proposals regarding governance

    The Company has continued to strengthen its corporate governance in line with its circumstances and selected one additional independent outside director this year.

    P4~

  3. Other shareholder proposals

None of those proposals would contribute to enhancing the Company's corporate value.

P7~

The Board of Directors OPPOSES all of the Shareholder Proposals.

For further details, please refer to the "Notice Concerning the Opinion of the Company's Board of Directors on Shareholder Proposals" dated February 13, 2026. 1







1 Opinion of the Company's Board of Directors on Shareholder Proposals Regarding Shareholder Returns

Proposals

1 Strategic Capital - Proposal No. 2

Summary of the reasons for opposition

Appropriation of surplus (Dividend of 311 yen per share)

2

LIM Japan Event Master Fund -

Proposal No. 4

Acquisition of treasury shares (Acquisition of treasury shares in the amount of

21.3 billion yen)

  • Given the characteristics of the Company's core business, it is necessary to

    maintain a stable financial base.

  • If both proposals are approved, approximately 57% of the Company's cash and deposits would flow out in the short time, which would be excessive as shareholder returns and would impede the enhancement of the Company's corporate value over the medium to long term.

  • The Company has refined its approach to cash and deposits on hand and revised its shareholder return policy and is implementing balanced and appropriate shareholder return measures (for details, please refer to the next page).

2





1 The Company's Policy and Details on Shareholder Returns Policy on shareholder returns

Dividends

To balance management that emphasizes capital efficiency with stable and sustainable shareholder returns, the Company will introduce the DOE (dividend on equity) metric in addition to the dividend payout ratio.

DOE indicator: 4%

(Consolidated dividend payout ratio: 50% or more)

Acquisition of treasury shares

While comprehensively considering the market price of the Company's shares and its financial condition, the Company positions acquisition of treasury shares as a flexible capital policy to improve return on capital and will implement them on an ongoing basis based on resolutions of the Board of Directors.

Year-end dividend for the fiscal year ending Dec 2025

Details of shareholder returns

An ordinary dividend of 90.00 yen per share(DOE: 4.0%)

To be resolved at the Board of Directors meeting to be held on March 30, 2026

※ Year-end dividend for the fiscal year ending Dec 2024: 60.00 yen per share

Acquisition of

treasury shares

Implementation of acquisition of treasury shares up to

Cancellation of

treasury shares

Cancellation of

5.0 billion yen or 2.1 million shares

(approximately 3.9% of the total issued shares, excluding treasury shares)

16 million treasury shares

(approximately 23.1% of the total issued shares prior to cancellation)

3







2 Opinion of the Company's Board of Directors on Shareholder Proposals Regarding Governance (1/2)

Proposals

  1. Strategic Capital - Proposal No. 4

    Proposal to amend the Articles of Incorporation with respect to the appointment of the presiding chair of the Board of Directors

    (requiring the presiding chair of the Board of Directors to be an outside director in principle)

    Summary of the reasons for opposition

    • The Company has established a sufficient framework for checks and supervision of management, with highly independent outside directors constituting at least one-third of the Board of Directors, and, following the Annual General Meeting of Shareholders in March, the ratio of outside directors will be increased to 50%, thereby further strengthening the governance structure.

    • In light of the Company's current circumstances, the presiding chair of the Board of Directors should be the Representative Director and President, who has a thorough understanding of the Company's business operations and can exercise leadership.

  2. Strategic Capital - Proposal No. 5

Proposal to amend the Articles of Incorporation with respect to the appointment of the chairman of the Board of Directors

(requiring the chairman of the Board of Directors to be an outside director)

  • The chairman of the Board of Directors can provide advice and support that

    contribute to enhancing the Company's corporate value only when the position is held by a person who possesses a thorough understanding of the Company's actual business operations and has earned deep trust both inside and outside the Company.

  • In light of the Company's current circumstances, an outside director would not

be able to fulfill the above role.

4



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