(Note) This document has been translated from 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.
Document Name: Extraordinary Report
Filed with: The Director-General of the Kanto Local Finance Bureau
Filing Date: June 26, 2025
Corporate Name: Gurunavi, Inc.
Name and Title of Representative: Akio Sugihara, President and Representative Director Location of Head Office: 1-1-2 Yurakucho, Chiyoda-ku, Tokyo
Telephone Number: (03)6744-6463
Name of Contact Person: Teruhisa Yamada, Senior Managing Executive Officer Nearest Contact Location: 1-1-2 Yurakucho, Chiyoda-ku, Tokyo
Telephone Number: (03)6744-6463
Name of Contact Person: Teruhisa Yamada, Senior Managing Executive Officer
Place of Public Inspection
of the Extraordinary Report:
Tokyo Stock Exchange, Inc.
(2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo)
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Reason for Filing
Gurunavi, Inc. (the "Company") is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. to report the result of exercise of voting rights at the 36th Ordinary General Meeting of Shareholders (the "Ordinary General Meeting") of the Company held on June 25, 2025.
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Description of Report
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Date on which the Ordinary General Meeting was held:
June 25, 2025
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Details of the matters resolved:
Item 1: Partial Amendments to the Articles of Incorporation
The Company acquired and canceled all of its class A preferred shares as of February 25, 2025, following the approval and resolution of the acquisition of all such shares at a meeting of the Board of the Directors held on February 7, 2025. Consequently, the Company will delete the provisions relating to class A preferred shares and the Class Shareholders' Meeting. Additionally, in connection with the deletion of provisions thereof, the Company will also renumber the article numbers accordingly.
Item 2: Election of Six (6) Directors (Excluding Directors Serving as Audit & Supervisory Committee Members)Reelection of Mr. Hisao Taki, Mr. Akio Sugihara and Mr. Hirohisa Fujiwara, and new election of Mr. Kazuhiko Kasahara, Mr. Koji Ando and Mr. Ryo Matsumura as Directors (excluding Directors serving as Audit & Supervisory Committee Members).
Item 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee Members
Reelection of Mr. Kiyoshi Suzuki, Mr. Hidehiko Sato and Mr. Yoshio Ishida, and new election of Ms. Mio Minaki as Directors serving as Audit & Supervisory Committee Members.
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The number of voting rights relating to the indication of "for", "against" or "abstention" for each item; Requirement approving the item; and Results of resolutions.
Proposal
For
Against
Abstention
Resolution Requirements
Resolution Results (Percentage of affirmative votes)
Item 1
387,873
1,490
0
(Note) 1
Approved (98.58%)
Item 2
Hisao Taki
354,667
34,696
0
Approved (90.14%)
Akio Sugihara
339,009
50,354
0
Approved (86.16%)
Hirohisa Fujiwara
Kazuhiko Kasahara
370,264
332,067
19,099
57,296
0
0
(Note) 2
Approved (94.10%)
Approved (84.39%)
Koji Ando
332,565
56,798
0
Approved (84.52%)
Ryo Matsumura
332,433
56,930
0
Approved (84.49%)
Item 3
Kiyoshi Suzuki
385,231
4,132
0
Approved (97.91%)
Hidehiko Sato
Yoshio Ishida
367,241
385,038
22,122
4,325
0
0
(Note) 2
Approved (93.33%)
Approved (97.86%)
Mio Minaki
385,802
3,561
0
Approved (98.05%)
(Note) 1. Approval of not less than two-thirds (2/3) of the voting rights held by shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required.
2. Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required.
- Reason why a portion of the voting rights held by the shareholders present at the meeting was not added to the number of voting rights:
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Date on which the Ordinary General Meeting was held:
The requirement for adoption of each proposal was satisfied and resolutions have been legally adopted pursuant to the Companies Act by aggregating the votes exercised prior to the meeting and votes of shareholders present at the meeting whose indication as to each proposal was confirmed. Therefore, of the voting rights held by the shareholders present at the meeting, the number of voting rights whose intention of for, against or abstention was not confirmed has not been included in the calculation.
