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, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.
Stock code: 3769
December 2, 2016

To Our Shareholders

Issei Ainoura
President & Representative Director
GMO Payment Gateway, Inc.
1-14-6 Dogenzaka, Shibuya-ku, Tokyo

Notice of the 23rd Annual Meeting of Shareholders
You are cordially invited to attend the 23rd Annual Meeting of Shareholders of GMO Payment Gateway,
Inc. (the “Company”), which will be held as described below.

If you are unable to attend the meeting, you may exercise your voting rights in writing or byelectromagnetic means (the Internet, etc.). Please review the appended “Reference Materials for the
Meeting of Shareholders” and exercise your voting rights no later than 6:00 p.m. on Friday, December 16,
2016.

1. Date and time:

10:00 a.m., Sunday, December 18, 2016 (Doors open at 9:00 a.m.)

2. Place:

Bellesalle Shibuya Garden
1st Floor, Sumitomo Fudosan Shibuya Garden Tower
16-17 Nanpeidaicho, Shibuya-ku, Tokyo

3. Agenda:
Matters to be reported:
1. Report on the business report and the consolidated financial statements for the 23rd fiscal year (fromOctober 1, 2015 to September 30, 2016), and the results of the audit of the consolidated financial
statements by the accounting auditors and the Board of Auditors.
2. Report on the non-consolidated financial statements for the 23rd fiscal year (from October 1, 2015 to
September 30, 2016).

Matters to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of thirteen (13) directors
Proposal 4: Election of one (1) auditor-1-Proposal 5: Election of one (1) substitute auditor
Proposal 6: Revision of the amount of remuneration for directors
 You are kindly requested to present the enclosed voting card to the receptionist when you attend the meeting.
 The following matters are posted on our website (https://corp.gmo-pg.com/ir/shareholder/) under the provisions of laws
and regulations and Article 14 of the Articles of Incorporation of the Company, and are not included in this notice (thematters are available in Japanese only).
Consequently, the attached documents to this notice are one part of the documents that were audited by the auditors andthe accounting auditors in preparing the audit reports.
(1) Notes to the consolidated financial statements(2) Notes to the non-consolidated financial statements
 Any changes in the reference materials for the meeting of shareholders, business report, or non-consolidated orconsolidated financial statements will be reported on the Company’s website (https://corp.gmo-pg.com/ir/shareholder/).
The changes in these documents will be available in Japanese only.
 You are cordially invited to attend the explanatory meeting in regard to business policies and the like, scheduled to be
conducted by the Company’s management after the conclusion of this Meeting of Shareholders.

-2-Reference Materials for the Meeting of Shareholders
Proposals and References

Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows:
Matters concerning the end-of-term dividend
In consideration of the business performance during the fiscal year under review, future businessdevelopment and other factors, the end-of-term dividend for the 23rd fiscal year is proposed as follows:
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥27 per share of common stock of the Company
Total amount: ¥1,002,996,000
2. Effective date of dividends from surplus
December 19, 2016

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the amendment
The Company proposes that the number of Directors be increased by one for the purpose ofstrengthening and enhancing the management structure in preparation for future business expansion.
(Proposed amendment to Article 17)

2. Details of the amendment
Details of amendment are as follows:(Underlined portions are amended.)
Current articles of incorporation(Number of Directors)
Article 17
The Company shall have
Directors.

no

more

than

Proposed amendments(Number of Directors)
Article 17
twelve (12) The Company shall have
Directors.

-3-

no

more

than

thirteen (13)Proposal 3:

Election of thirteen (13) directors

The terms of office of all the twelve (12) directors will expire at the conclusion of this Meeting of
Shareholders. The Company proposes to elect thirteen (13) directors (including two (2) external directors)
subject to the approval of Proposal 2, “Partial amendment to the Articles of Incorporation” as proposed.
The candidates for the positions of director are as follows:
No.

Name

Position
Chairman of
the Board
President &Representative
Director

Responsibilities

Attendance at Meetings ofthe Board of Directors(Fiscal Year 2016)-14/19 meetings (74%)-

19/19 meetings (100%)

1

Reappointment

Masatoshi
Kumagai2

Reappointment

Issei Ainoura

3

Reappointment

Ryu Muramatsu

General Manager of
Executive Vice
Corporate Value Creation
President
Strategy Division

18/19 meetings (95%)

4Reappointment

Satoru Isozaki

Executive Vice
President

General Manager ofSystem Division

19/19 meetings (100%)

5Reappointment

Yuichi Hisada

Managing
Director

General Manager of
Innovation Partners
Division

19/19 meetings (100%)

6

Reappointment

Yasuhiko
KimuraDirector

General Manager ofCorporate Support
Division

19/19 meetings (100%)

7

Reappointment

Tomoyuki
Murakami

Director-

19/19 meetings (100%)

19/19 meetings (100%)

8

Reappointment

ShinichiSugiyama

Director

Executive Manager of IT
service of System
Division, General
Manager of IT service
Department

9

Reappointment

Yusuke Arai

Director-

19/19 meetings (100%)

10

Reappointment

Masaya Onagi-

19/19 meetings (100%)

11

Reappointment

Akio Sato-

16/19 meetings (84%)

12New
appointment

Masashi Yasuda

Auditor-17/19 meetings (89%)

13New
appointment

MasaruYoshioka

SeniorExecutive
Officer

Head of Strategic
Business Management
Department of Innovation
Partners Division-

External
Director
External
Director-4-

Candidate No. 1

Reappointment

Masatoshi Kumagai(Date of birth: Jul. 17, 1963)

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)
May 1991
CEO of VoiceMedia, Inc. (now GMO Internet, Inc.)
Sep. 1999
CEO of MagClick, Inc. (now GMO AD Partners, Inc.)
Apr. 2000
Director of MagClick, Inc.
Aug. 2001
Representative Director and Chairman of iSLE, Inc. (now GMO Cloud K.K.)
Apr. 2002
Chairman of the Board of GMO Research, Inc. (Present)
Mar. 2003
CEO and Chairman of the Board of Global Media Online, Inc. (now GMO Internet, Inc.)
Chairman of iSLE, Inc. (now GMO Cloud K.K.) (Present)
Mar. 2004
Chairman of the Board of paperboy&co, Inc. (now GMO Pepabo, Inc.) (Present)
Chairman of the Board of GMO Mobile&Desktop Inc. (now GMO Media, Inc.) (Present)
Dec. 2004
Chairman of the Board of the Company
Mar. 2007
Chairman of the Board of MagClick, Inc. (now GMO AD Partners, Inc.)
May 2008
Group CEO and Representative Director of GMO Internet, Inc. (Present)
Apr. 2009
Chairman of the Board of Inovex, Inc. (now GMO TECH, Inc.) (Present)
Dec. 2011
President and Chairman of the Board of the Company
Dec. 2012
Chairman of the Board of the Company (Present)
Dec. 2014
External Director of Nexyz. Corporation (Present)
Mar. 2015
Director of GMO AD Partners, Inc.
Mar. 2016
Chairman of the Board of GMO AD Partners, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Masatoshi Kumagai possesses abundant experience and insight in corporate management and business strategy for the
GMO Group. The Company believes that he is qualified to serve as a director with the expectation that he will offer advice tothe management of the Company regarding overall management coming from a broad and high-level perspective.

Candidate No. 2

Reappointment

Issei Ainoura(Date of birth: Jul. 19, 1962)

Number of the Company’s shares held:

1,000,100 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1986
Joined IBM Japan, Ltd.
Apr. 2000
President and Representative Director of the Company
Dec. 2003
Director of MTI Ltd.
Mar. 2006
Director of GMO Internet, Inc.
Dec. 2011CEO and Representative Director of the Company
Dec. 2012
President and Representative Director of the Company (Present)
Mar. 2014
Managing Director and Head of Group Payment Processing Division of GMO Internet, Inc.
Mar. 2016
Deputy CEO and Head of Group Payment Processing Division of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Issei Ainoura has long served as Representative Director of the Company since 2000 and has a proven track record in
strategy planning and execution which led to the attainment of a continuous high rate of growth. He also has extensive
experience and knowledge in overall corporate business management. The Company believes that he is qualified to serve as adirector based on his proven track record, experience and knowledge.

-5-Candidate No. 3

Reappointment

Ryu Muramatsu(Date of birth: Apr. 8, 1970)

Number of the Company’s shares held:

155,900 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1994
Joined Japan Associated Finance Co., Ltd. (now JAFCO Co., Ltd.)
Dec. 1999
Representative Director of Payment One, Inc.
May 2001
Representative Director and CEO of Payment One, Inc.
Dec. 2004
Managing Director, General Manager of Corporate Planning Office of the Company
Dec. 2007
Senior Managing Director, General Manager of Corporate Planning Office of the Company
Oct. 2009
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategyof the Company
Oct. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy
and Corporate Strategy of the Company
Nov. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy,
Corporate Strategy and Products and Services Strategy of the Company
Dec. 2010
Executive Vice President, General Manager of Corporate Planning Office, in charge of Investment Strategy,
Corporate Strategy and Products and Services Strategy of the Company
Oct. 2012
Executive Vice President, General Manager of Corporate Value Creation Strategy Division of the Company(Present)
Reasons for selection as a candidate for Director
Mr. Ryu Muramatsu has overseen Corporate Planning, IR & PR, and new business divisions including those overseas as adirector since 2004, through which he has gained extensive experience and knowledge in overall corporate management,
promotion of global business management and sustainable improvement of corporate value. The Company believes that he isqualified to serve as a director based on his experience and knowledge.

Candidate No. 4

Reappointment

Satoru Isozaki(Date of birth: Oct. 31, 1960) Number of the Company’s shares held:

200 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1984
Joined IBM Japan, Ltd.
Jan. 1998
General Manager of System Department of IBM Japan, Ltd.
Jan. 2006
Chairman, in charge of Finance Sector Delivery of IBM Japan, Ltd.
Jul. 2007
Executive Board Member, in charge of Application Innovation Service of IBM Japan, Ltd.
Apr. 2009
Executive Board Member, in charge of ITS Delivery of IBM Japan, Ltd.
Sep. 2011
Senior Executive Officer, in charge of System Division of the Company
Oct. 2011
Senior Executive Officer, General Manager of System Division of the Company
Dec. 2011
Managing Director, General Manager of System Division of the Company
Oct. 2012Managing Director, General Manager of System Division, General Manager of IT Strategy Planning Office of
the Company
Dec. 2012
Senior Managing Director, General Manager of System Division, General Manager of IT Strategy Planningof the Company
Feb. 2013
Senior Managing Director, General Manager of System Division of the Company
Dec. 2014
Executive Vice President, General Manager of System Division of the Company (Present)
Reasons for selection as a candidate for Director
Mr. Satoru Isozaki has overseen the System Division as a director since 2011, through which he has gained extensive
experience and knowledge in overall corporate management as well as in the field of systems for supporting the foundationof the Group's services. The Company believes that he is qualified to serve as a director based on his experience andknowledge.

-6-Candidate No. 5

Reappointment

Yuichi Hisada(Date of birth: Dec. 8, 1958)

Number of the Company’s shares held:

100 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1984
Joined IBM Japan, Ltd.
Jan. 1993
Chief Manager of Sales Department, Financial Institutions Sales Division of IBM Japan, Ltd.
Jan. 2001
General Manager of Sales Department, Financial Institutions Sales Division of IBM Japan, Ltd.
Jul. 2009
Chairman, General Manager of Sales Department of IBM Japan, Ltd.
Jan. 2012
Chairman, Deputy General Manager of Business Department of IBM Japan, Ltd.
May 2012
Senior Executive Officer, in charge of Sales Division of the Company
Oct. 2012
Senior Executive Officer, General Manager of Innovation Partners Division of the Company
Dec. 2012Managing Director, General Manager of Innovation Partners Division of the Company
May 2015
Managing Director, General Manager of Innovation Partners Division, General Manager of TL Promotion
Office of the Company
Oct. 2015
Managing Director, General Manager of Innovation Partners Division of the Company (Present)
Reasons for selection as a candidate for Director
Mr. Yuichi Hisada has overseen the Sales Division as a director since 2012, through which he has gained extensive
experience and knowledge in leading the Company’s further growth and in reinforcing the foundation of "Proposal making as
an innovation partner" as one of the strengths of the Company. The Company believes that he is qualified to serve as adirector based on his experience and knowledge.

Candidate No. 6

Reappointment

Yasuhiko Kimura(Date of birth: Mar. 28, 1963) Number of the Company’s shares held:

43,700 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Mar. 1984
Joined Asahi Credit Co., Ltd. (now Cedyna Financial Corporation)
Dec. 2001
Joined the Company
Oct. 2002
General Manager of Audit Office of the Company
Oct. 2004
General Manager of Administration Department of the Company
Dec. 2005
Director, General Manager of Administration Department of the Company
Oct. 2010
Director, General Manager of Administration Division, General Manager of Administration Department of
the Company
Oct. 2012
Director, General Manager of Corporate Support Division, Executive Manager of Provision Management
Department of the Company
Oct. 2013
Director, General Manager of Corporate Support Division of the Company
Oct. 2015
Director, General Manager of Corporate Support Division, General Manager of Charge and Adjustment
Office of the Company
Oct. 2016
Director, General Manager of Corporate Support Division of the Company (Present)
Reasons for selection as a candidate for Director
Mr. Yasuhiko Kimura has overseen personnel, general business affairs, accounting, finance and otheradministrative functions as a director since 2005, through which he has gained extensive experience and knowledge in thedevelopment of personnel and financial strategies accompanying business expansion. The Company believes that he isqualified to serve as a director based on his experience and knowledge.

-7-

Candidate No. 7

Reappointment

Tomoyuki Murakami (Date of birth: Nov. 6, 1972)

Number of the Company’s shares held:

22,300 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1999
Joined Netens Corporation (now NCI Corporation)
Aug. 2000
Joined the Company
Nov. 2006
General Manager of First Sales Department of the Company
Oct. 2008
General Manager of Customer Support Department of the Company
Dec. 2008
General Manager of Customer Service Department of the Company
Oct. 2010
General Manager of Sales Division, General Manager of Tokyo Sales Department of the Company
Dec. 2010
Director, General Manager of Sales Division, General Manager of Tokyo Sales Department of the Company
Oct. 2012
Director, General Manager of Solution and First Sales Department, Innovation Partners Division of theCompany
Oct. 2013
Director, Deputy General Manager of Innovation Partners Division, General Manager of Solution and Eighth
Sales Department of the Company
Oct. 2014
Director, Deputy General Manager of West Japan Sales Department, Innovation Partners Division, General
Manager of Solution and Tenth Sales Department of the Company
Oct. 2015
Director of the Company (Present)
Nov. 2015
President and Representative Director of SMBC GMO PAYMENT, Inc.
Dec. 2015
President, Representative Director & COO of SMBC GMO PAYMENT, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Tomoyuki Murakami has overseen the Sales Division as a director since 2010, and also assumed the position of
President, Representative Director & COO of SMBC GMO PAYMENT, Inc. in 2015. Mr. Murakami has gained extensive
experience and knowledge in overall business management as well as in the sales field. The Company believes that he isqualified to serve as a director based on his experience and knowledge.

Candidate No. 8

Reappointment

Shinichi Sugiyama(Date of birth: Mar. 11, 1968) Number of the Company’s shares held:

100 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1991
Joined IBM Japan, Ltd.
Jul. 2012
General Manager of Finance Solution Delivery Unit, First Finance Service Business Department of IBM
Japan, Ltd.
Feb. 2013
Executive Board Member, General Manager of IT Strategy Planning Office, System Division of the Company
Oct. 2013
Senior Executive Officer, Deputy General Manager of System Division, General Manager of IT service
Department of the Company
Dec. 2014
Director, Deputy General Manager of System Division, General Manager of IT service Department of theCompany
Oct. 2015
Director, Executive Manager of IT service of System Division, General Manager of IT service Department of
the Company
Feb. 2016
Director, Executive Manager of IT service of System Division
Oct. 2016
Director, Executive Manager of IT service of System Division, General Manager of IT service Department of
the Company (Present)
Reasons for selection as a candidate for Director
Mr. Shinichi Sugiyama has overseen the infrastructure and security divisions as a director since 2014, through which he has
gained experience and knowledge with regard to maintaining stable system operations. The Company believes that he isqualified to serve as a director based on his experience and knowledge.

-8-

Candidate No. 9

Reappointment

Yusuke Arai

(Date of birth: Jul. 14, 1978)

Number of the Company’s shares held:

5,300 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 2001
Joined Kyokujitsu Electric CO., LTD.
Feb. 2002
Joined the Company
May 2005
Director of Epsilon, Inc. (now GMO Epsilon, Inc.)
Jan. 2006
President and Representative Director, Epsilon, Inc. (now GMO Epsilon, Inc.) (Present)
Dec. 2014
Director of the Company (Present)
Reasons for selection as a candidate for Director
Mr. Yusuke Arai has served as President and Representative Director of GMO Epsilon, Inc. of the Group since 2006 and took
office as a director of the Company in 2014. He has gained extensive experience and knowledge in overall business
management, increasing synergies as well as strengthening marketing capabilities. The Company believes that he is qualified
to serve as a director based on his experience and knowledge.

Candidate No. 10

Reappointment

Masaya Onagi(Date of birth: Dec. 28, 1946) Number of the Company’s shares held:

4,000 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1970
Joined IBM Japan, Ltd.
Mar. 1994
Director, Executive Manager of Second Sales Department, Finance System Division of IBM Japan, Ltd.
Apr. 1998
Managing Director, General Manager of Finance System Department of IBM Japan, Ltd.
Apr. 2000
Executive Managing Director, in charge of Service Business of IBM Japan, Ltd.
Apr. 2002
Executive Vice President, in charge of Sales Business of IBM Japan, Ltd.
Oct. 2004
Corporate Advisor of the Company
Feb. 2005
Deputy President of The Japan Research Institute, Limited
Jul. 2006
Representative Director, President and CEO of JRI Solutions Ltd. (now JSOL Corporation)
Dec. 2007
Director of GMO Payment Gateway, Inc. (Present)
Dec. 2008
Outside Director of MTI Ltd. (Present)
Jun. 2011
Corporate Advisor of JSOL Corporation
Jun. 2011
Corporate Advisor of The Japan Research Institute, Limited
Jun. 2016
Director and Chairman of Aozora Trust Bank, Ltd. (Present)
Reasons for selection as a candidate for Director
Mr. Masaya Onagi had previously served as Executive Vice President of IBM Japan, Ltd., and played an active role at theforefront of financial and service-related businesses relevant to the Company, ultimately exercising control over the entire
sales department. The Company believes that he is qualified to serve as an external director with the expectation that he willoffer such experience and extensive knowledge to the management of the Company.

-9-

Candidate No. 11

Akio Sato

Reappointment(Date of birth: Feb. 4, 1966)

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1997
Registration as a lawyer (Daini Tokyo Bar Association)
Mar. 2003
Establishment of Sato Law Office (Present)
Mar. 2007
External Auditor of GMO Hosting & Security, Inc. (now GMO CLOUD K.K.) (Present)
Sep. 2007
Outside Auditor of CLICK Securities, Inc. (now GMO CLICK Securities, Inc.)
Nov. 2007
Adviser of the Company
Mar. 2008
Outside Corporate Auditor of POLA ORBIS HOLDINGS INC. (Present)
Dec. 2008
External Director of the Company (Present)
Jan. 2012
External Director of GMO CLICK Holdings, Inc. (Present)
Apr. 2012
Instructor of Keio Business School (Present)
Jun. 2013
Outside Auditors of The Tokyo Tomin Bank, Limited
Oct. 2014
Outside Director of Tokyo TY Financial Group, Inc. (Present)
Jun. 2015
Outside Director of Kirayaka Bank, Ltd. (Present)
Jun. 2016
Outside Director of Aozora Trust Bank, Ltd. (Present)
Reasons for selection as a candidate for Director
The Company believes that Mr. Akio Sato is qualified to serve as an external director with the expectation that he will offer
advice and views to the management of the Company as a legal specialist drawing upon his extensive knowledge andexperience as a lawyer.

- 10 -

Candidate No. 12

New Appointment

Masashi Yasuda(Date of birth: Jun. 10, 1971) Number of the Company’s shares held:－shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 2000
Registered as a Certified Public Accountant
Joined InterQ Inc. (now GMO Internet, Inc.)
Sep. 2001
Head of Corporate Strategy Office of InterQ Inc.
Jan. 2002
Auditor of iWeb Technologies Japan K.K. (now GMO Media, Inc.)
Mar. 2002
Director, Head of Corporate Strategy of Global Media Online, Inc. (now GMO Internet, Inc.)
Mar. 2003
Executive Director, in charge of Group Corporate Strategy and Investor Relations of Global Media Online,
Inc.
External Director of iSLE, Inc. (now GMO CLOUD K.K.)
Dec. 2004
External Auditor of the Company (Present)
Mar. 2005
Managing Director, Head of Management Division, in charge of Group Corporate Strategy and Investor
Relations of Global Media Online, Inc. (now GMO Internet, Inc.)
External Auditor of paperboy&co., Inc. (now GMO Pepabo, Inc.)
Sep. 2006
External Auditor of GMO Research, Inc.
Mar. 2008
External Director of MagClick Inc. (now GMO AD Partners, Inc.)
May 2008
Managing Director, Head of Group Management Division of GMO Internet, Inc.
Apr. 2009
External Auditor of Inovex, Inc. (now GMO TECH, Inc.)
Jun. 2011
External Director of GMO Click Securities, Inc.
Jan. 2012
External Director of GMO Click Holdings, Inc.
Mar. 2013
Managing Director, Deputy to Group CEO, Head of Group Management Division of GMO Internet, Inc.
Mar. 2015
Deputy CEO, Deputy to Group CEO, Head of Group Management Division of GMO Internet, Inc. (Present)
Dec. 2015
Auditor of the Company (Present)
Mar. 2016
Director of GMO Media, Inc. (Present)
Director of GMO CLOUD K.K. (Present)
Director of GMO Pepabo, Inc. (Present)
Director of GMO Research, Inc. (Present)
Director of GMO AD Partners, Inc. (Present)
Director of GMO TECH, Inc. (Present)
Jun. 2016
Director of GMO Click Holdings, Inc. (Present)
Outside Statutory Auditor of Aozora Trust Bank, Ltd. (Present)
Reasons for selection as a candidate for Director
The Company believes that Mr. Masashi Yasuda is qualified to serve as a director with the expectation that he will offer
advice to the management of the Company regarding the enhancement of corporate governance structure and overall business
management based on his extensive knowledge and experience from managing the GMO Group and as a CPA.

- 11 -

Candidate No. 13

New Appointment

Masaru Yoshioka(Date of birth: Aug. 8, 1965)

Number of the Company’s shares held:

2,000 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1988
Joined The Mitsubishi Bank, Ltd. (Now The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
Aug. 2004
Senior Vice President of System Division of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Mar. 2009
Senior Vice President of Marketing Division of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2009
Director, in charge of Corporate Planning Department of E-net Co., Ltd.
Jun. 2012
Apr. 2013
Oct. 2014
Oct. 2015

Senior Vice President, in charge of Compliance of Retail Banking of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
General Manager, Products & Services Strategy Office of Innovation Partners Division of the Company
Executive Officer, Head of Innovation Strategy Office of Innovation Partners Division of the Company
Senior Executive Officer , Head of Strategic Business Management Department of Innovation Partners
Division, Head of TL Business Promotion Department of the Company
Apr. 2016
Senior Executive Officer, Head of Strategic Business Management Department of Innovation Partners
Division of the Company (Present)
Reasons for selection as a candidate for Director
Mr. Masaru Yoshioka assumed the position of Senior Executive Officer and Head of Strategic Business Management
Department of Innovation Partners Division in 2016, taking charge of product strategy and new business planning in thefields of payment processing and finance. He possesses broad knowledge and experience related to new business expansion
including overseas business, thus the Company believes that he is qualified to serve as a director based on his experience andknowledge.

Notes:

1. Candidate Mr. Masatoshi Kumagai is Representative Director of GMO Internet, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet, Inc.
2. Candidate Mr. Issei Ainoura is Deputy CEO of GMO Internet, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet, Inc.
3.

Candidate Mr. Masashi Yasuda is Deputy CEO of GMO Internet, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet, Inc.

4. There are no special interests between the other candidates and the Company.
5. Mr. Masaya Onagi and Mr. Akio Sato are candidates for the positions of external director. The Company has
appointed them as independent directors as stipulated in the regulations set forth by the Tokyo Stock Exchange
and notified the Exchange accordingly.
6.

Mr. Masaya Onagi currently serves as an external director of the Company and his term of office will have beennine (9) years at the conclusion of this Meeting of Shareholders.

7.

Mr. Akio Sato currently serves as an external director of the Company and his term of office will have beeneight (8) years at the conclusion of this Meeting of Shareholders.

8. The Company has entered into limited liability agreements with Mr. Masaya Onagi and Mr. Akio Sato, who
serve as external directors of the Company pursuant to the provisions of Article 427, paragraph 1 of theCompanies Act. If their reelection is approved, the Company will continue the said agreements. The outline of
the agreement is as described on page 30 of the attachment to this convocation notice.

- 12 -

Proposal 4:

Election of one (1) auditor

As the terms of office for Mr. Akihiro Suzuki and Mr. Masashi Yasuda as auditors will expire at theconclusion of this Meeting of Shareholders, the Company proposes to elect one (1) auditor.
The Board of Auditors has given its consent to this proposal.
The candidate for position of auditor is as follows:
Candidate

New Appointment

Kazutaka Yoshida(Date of birth: Aug. 28, 1949) Number of the Company’s shares held:－shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1974
Joined IBM Japan, Ltd.
Oct. 2002
Member of the Board, General Manager of the First Financial Services Business Division of IBM Japan, Ltd.
Apr. 2004
Executive Officer, in charge of Financial Solutions Center of IBM Japan, Ltd.
Nov. 2006
Executive Officer, General Manager of IT Consulting Division of JRI Solutions Ltd. (now JSOL Corporation)
Jan. 2009Managing Executive Officer, General Manager of the Technology Division of JSOL Corporation
Apr. 2014
Corporate Advisor of JSOL Corporation (Present)
Reasons for selection as a candidate for Auditor
Mr. Kazutaka Yoshida has filled various key posts such as Executive Officer of IBM Japan, Ltd. and Executive Officer of
JSOL Corporation. He possesses high levels of integrity and insight and the Company believes that he is qualified to serve as
an external auditor with the expectation that he will run audits on the execution of Directors’ duties from an objective
and impartial stance.
Notes:

1. There are no special interests between the candidate and the Company.
2. Mr. Kazutaka Yoshida is a candidate for the position of external auditor.
3. The Company will enter into a limited liability agreement with Mr. Kazutaka Yoshida pursuant to the provisionsof Article 427, paragraph 1 of the Companies Act if the election of Mr. Yoshida is approved. The outline of theagreement is as described on page 30 of the attachment to this convocation notice.

- 13 -

Proposal 5:

Election of one (1) substitute auditor

The Company proposes to elect one (1) substitute auditor in preparation for circumstances wherein thenumber of auditors does not meet the number as required by laws and regulations.
The Board of Auditors has given its consent to this proposal.
The candidate for the position of substitute auditor is as follows:
Candidate

Kazuhiko Okamoto(Date of birth: Oct. 28, 1946) Number of the Company’s shares held:

3,000 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1970
Joined Matsushita Electric Industrial Co., Ltd. (now Panasonic Corporation)
Oct. 1989
President of Bang & Olufsen Japan K.K
Jan. 1993
Vice President, in charge of Japanese Market of GES Division of American Express Japan Co., Ltd.
Apr. 2001
Vice President, in charge of Japanese & Korean Markets of GNES Division of American Express Japan Co.,
Ltd.
Aug. 2006
Deputy Representative Director of Visa Worldwide (Japan) Ltd.
Dec. 2008
Representative Director of Visa Worldwide (Japan) Ltd.
Oct. 2010
Representative Director of CyberSource KK (Japan)
Sep. 2015
Chairman of Visa Worldwide (Japan) Ltd. (Present)
Reasons for selection as a candidate for Director
Mr. Kazuhiko Okamoto has abundant knowledge and experience in company management as well as expertise in the businessarea to which the Company belongs to and the services it provides within it. The Company believes that he is qualified toserve as a substitute auditor with the expectation that he will offer helpful advice to the management of the Company in orderto further enhance the Company’s corporate governance.
Notes:

1.

There are no special interests between the candidate and the Company.

2.

Mr. Kazuhiko Okamoto is a candidate for the position of substitute external auditor.

3. The Company will enter into a limited liability agreement with Mr. Kazuhiko Okamoto pursuant to theprovisions of Article 427, paragraph 1 of the Companies Act if the election of Mr. Okamoto is approved. The
outline of the agreement is as described on page 30 of the attachment to this convocation notice.

- 14 -

Proposal 6:

Revision of the amount of remuneration for directors

The amount of remuneration to be paid to directors of the Company was approved at the 21st General
Meeting of Shareholders held on December 21, 2014, and has continued to the present at the amount of
no more than 300,000 thousand yen per year. In consideration of various circumstances including
economic conditions, coupled with our aim to further enhance and reinforce the corporate management
system by increasing the number of directors, the Company proposes an adjustment to the remuneration for
directors of the Company to no more than 500,000 thousand yen per year (including a total of 30,000
thousand yen for external directors).
Just like in the previous system, the said amount will not include remuneration provided to employeedirectors for their services rendered as employees.
The Company currently has a total of 12 directors (including 2 external directors); however, if Proposal 3 isapproved as originally proposed, the number of directors will be 13 (including 2 external directors).

- 15 -