Corporate Governance Report 20251203 EN

Gurunavi, Inc.

CORPORATE GOVERNANCE

Last Update: December 3, 2025

Gurunavi, Inc.

Akio Sugihara, President & Representative Director Contact: Legal & Compliance Department

Securities code: 2440 https://corporate.gnavi.co.jp/en/

The corporate governance of Gurunavi, Inc. (the “Company”) is described below.

1. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key 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.

      Reasons for Non-compliance with the Principles of the Corporate Governance Code Supplementary Principle 2-4-1

      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 22% as of March 31, 2025. 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/en/profile/sustainability/diversity/

      Supplementary Principle 4-1-2At 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 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 of existing businesses from the impact of Covid-19, and progress of new services based on the medium-term business policy, etc., have been taken into consideration.

      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 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 of existing businesses from the impact of Covid-19, 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 each Principle of the Corporate Governance Code

      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.

      Gurunavi holds that directors engagement in competing transactions, conflict of interest transactions, 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 transactions are discussed by specialized institutions under the jurisdiction of the Audit & Supervisory Board, and regularly reported to the Audit & Supervisory Board and the Board of Directors.

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

      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.

      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 sustainable and 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. Specifically, Gurunavi will promote the following measures: “Transform website” to enhancing customer referral capabilities to restaurants through the restaurant information site “Rakuten Gurunavi”, “Establishment of a marketing agent” supporting the effective use of various sales promotions methods not limited to our sites, and promoting “Strengthening DX support for restaurant operations” centered on the mobile ordering service “Gurunavi FineOrder”, 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 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, four 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 Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight – 1. Organizational Composition and Operation” in this document.

      4. 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 Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight – 1. Organizational Composition and Operation” in this document.

Supplementary Principle 3-1-3

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

Focusing on the food service market, Gurunavi endeavors to increase corporate value through the provision of value to society, based on the principle held by Gurunavi since its founding that corporate activity should itself be social contribution. Consequently, regarding sustainability, as with our management policy, our basic policy is to continue to be a company that contributes to the realization of a sustainable and better society by continuing to provide new value to the world through the exploration of all food possibilities and connecting various people, things and events through food, based on our purpose, “Food: Satisfying People and Creating Connections”, which in turn is based on the spirit of “Protecting and nurturing Japanese food culture”, which has been with us since our founding.

1. Governance

   Headed by the Corporate Planning Department, working in collaboration with related departments, Gurunavi implements company-wide initiatives regarding the identification of important sustainability related issues, the consideration and execution of corresponding measures, and progress management. Along with regular deliberations by the Executive Committee concerning the content of these initiatives, reports are submitted to the Board of Directors, and with the oversight of directors, the content of such deliberations and oversight is reflected in the promotion of each initiative.

2. Strategies

1. General sustainability

   Gurunavi recognizes the important issues (materiality) concerning general sustainability as follows. Gurunavi will resolve social issues, and consequently embody our purpose and expand our corporate value, by implementing initiatives for each of these issues through our corporate/business activities.

   1. Reinforcement of corporate governance

      Gurunavi will live up to the trust of all surrounding stakeholders and fulfil expected social responsibilities through the building of sound and highly transparent decision-making processes, and thorough compliance, etc.

   2. Creating an organization that allows employees to fulfill their potential

      Gurunavi will implement initiatives to develop internal environments and nurture human resources, to allow each member of our diverse human resources to mutually showcase their character and abilities, and create synergy.

   3. Supporting evolution into sustainable restaurant management models

      Gurunavi will expand offered value/services that support sustainable profit generation and improvements in working environments for restaurants.

   4. Protecting consumers' safe, secure, and enriched food experiences

   Along with creating conditions that allow consumers to acquire the latest/detailed food service related information through various media tools, and select restaurants securely, Gurunavi will implement initiatives for information transmission/services provision that will realize enjoyment of various foods in accordance with needs.

   5) Optimization of the overall food service industry value chain

   Gurunavi will build businesses that will contribute to the optimization of the overall value chain in order to realize sustainable food service industry development within the backdrop of changes in consumer needs, and environmental changes, including climate change, etc.

   1. Promotion of regional communities through food

      Gurunavi will contribute to the promotion of regional communities and increase added value by unearthing and widely transmitting the attraction of a region through its food.

   2. Reducing the environmental burden of Gurunavi and the food service industry

      Gurunavi will reduce its and the food service industry’s burden on regional environments by contributing to reduced foodstuff loss and conserving resources through our corporate/business activities.

   3. Popularization and passing down of Japan’s excellent food culture and technologies

   Gurunavi will contribute to the realization of communities enriched through food, by transmitting and popularizing Japan’s food culture, and the technologies that support this culture, throughout the world, along with passing this down to later generations.

2. Climate change response initiatives

Gurunavi has implemented scenario analyses in order to identify risks and opportunities related to climate change. The scenario analyses considered a “1.5°C/2°C scenario” and a “4°C scenario”. As a result, the main risks and opportunities for Gurunavi in relation to climate change have been identified as follows, and Gurunavi is considering and executing initiatives to address them.

Policies/laws and regulations (Overview of Risks)

Increased costs accompanying the reinforcement of regulations related to CO₂ emissions

・Introduction of carbon pricing.

・Reinforcement of reporting obligations for greenhouse gases. (Main Initiatives)

・The impacts related to these risks are understood to be limited due to the characteristics of Gurunavi business.

・Along with energy-saving operations at offices and data centers, Gurunavi will aim to control CO₂ emissions by controlling movement such as commuting through the “Hybrid workstyle”, and by continuing to promote paperless operations.

Market

(Overview of Risks)

Reduced demand for Gurunavi services accompanying heightened environmental awareness among consumers

・Changes in restaurant selection criteria due to changes in values.

・Changes in opinions regarding domestic holidays and business trips, and travel to Japan from overseas. (Main Initiatives)

・Continuous reviews of information and content posted on “Rakuten Gurunavi” in line with changes in consumer needs in Japan and overseas.

・Recognition of the need for businesses/services that will contribute to the optimization of the overall food service industry in Japan (improving efficiency from production to consumption by forecasting demand, etc.), and commencing work to build such businesses/services.

Reputation (Overview of Risks)

Diminished reputation among stakeholders due to late responses to climate change (Main Initiatives)

・Continued initiatives to enhance disclosure of climate change response information.

Acute

(Overview of Risks)

Impacts on Gurunavi business operations due to increased severity of natural disasters such as typhoons and floods, etc.

・Physical damage to offices, data centers, etc.

・Disruption of telecommunications.