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 3, 2021
To Our Shareholders
Issei Ainoura
President & Chief Executive Officer
GMO Payment Gateway, Inc.
1-2-3 Dogenzaka, Shibuya-ku, Tokyo

Notice of the 28th Annual Meeting of Shareholders
You are hereby notified that the 28th Annual Meeting of Shareholders of GMO Payment Gateway, Inc. (the“Company”) will be held as described below.
You may exercise your voting rights in writing or by electromagnetic means (the Internet). Please review theappended “Reference Materials for the Meeting of Shareholders” and exercise your voting rights no later
than 6:00 p.m. on Friday, December 17, 2021.
1. Date and time:

10:00 a.m., Sunday, December 19, 2021 (Doors open at 9:30 a.m.)

2. Place:

GMO Yours FUKURAS, 16th Floor, GMO Internet Group 2nd Headquarter(SHIBUYA FUKURAS), 1-2-3 Dogenzaka, Shibuya-ku, Tokyo

3. Agenda:
Matters to be reported:
1. Report on the business report and the consolidated financial statements for the 28th fiscal year (fromOctober 1, 2020 to September 30, 2021), 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 28th fiscal year (from October 1, 2020 to
September 30, 2021).
Matters to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of eleven (11) directors (excluding directors who are Audit and Supervisory
Committee Members)
Proposal 4: Election of four (4) directors who are Audit and Supervisory Committee Members
Proposal 5: Determination of the amount of remuneration for directors (excluding directors who are
Audit and Supervisory Committee Members)- 1 -Proposal 6: Determination of the amount of remuneration for directors who are Audit and Supervisory
Committee Members
Proposal 7: Election of accounting auditor

 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 andregulations and Article 14 of the Articles of Incorporation of the Company, and are not included in this notice (the matters
are available in Japanese only).
Consequently, the attached documents to this notice are one part of the documents that were audited by the auditors and theaccounting auditors in preparing the audit reports.
(1) System for ensuring proper operation of business(2) Notes to the consolidated financial statements and Notes to the non-consolidated financial statements
 Any changes in the reference materials for the meeting of shareholders, business report, or non-consolidated or consolidated
financial statements will be reported on the Company’s website (https://corp.gmo-pg.com/ir/shareholder/). The changes inthese documents will be available in Japanese only.

- 2 -Reference Materials for the Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of surplus

In consideration of the business performance during the fiscal year under review, future business development
and other factors, the end-of-term dividend for the 28th fiscal year is proposed as follows:
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥59 per share of common stock of the Company
Total amount: ¥4,516,582,986
2. Effective date of dividends from surplus
December 20, 2021

- 3 -

Proposal 2:

1.

Partial amendments to the Articles of Incorporation

Reasons for the amendments(1) From the perspective of further enhancing corporate governance by strengthening the supervisory
functions of the Board of Directors, necessary amendments are being made to the provisions of the
Articles of Incorporation in order to adopt a system of a Company with Audit and Supervisory
Committee by making use of the functions of external directors who do not execute the Company’sbusiness with the aim of improving the corporate value in the medium-to-long term.
(2) The Company will facilitate the attendance of many shareholders, including those in remote areas, tomake a shareholders meeting active, efficient and smooth, while at the same time contributing tomeasures against the spread of infectious diseases such as COVID-19, which secures interests ofshareholders. For these purposes, partial amendments are being made to the provisions of the Articles
of Incorporation in order to enable a fully electronic shareholders meeting (a so-called virtual-only
shareholders meeting) to be held. (Proposed amendments to Article 11)2.

Details of amendments
Details of amendments are as follows. These amendments to the Articles of Incorporation will takeeffect at the conclusion of this Meeting of Shareholders.
(Underlined portions are amended.)
Current articles of incorporation
Proposed amendments
Chapter 1 General
Chapter 1 General
Article 1 to Article 4
Article 1 to Article 4
OmittedUnchanged
Article 5 Organization
Article 5 Organization
Besides shareholders’ general meeting
Besides shareholders’ general meetingand directors, the company has setup
and directors, the company has setup
the followings.
the followings.
1. Board of directors
1. Board of directors
2. Internal auditors
2. Audit and Supervisory Committee
3. Board of auditors(Delete)4. Accounting auditors
3. Accounting auditors
Article 6
Omitted

Article 6
Unchanged

Chapter 2 Shares
Article 7 to Article 10
OmittedChapter 2 Shares
Article 7 to Article 10
Unchanged

Chapter 3 Shareholders’ general meeting
Article 11 Invitation
Shareholders’ annual general meetingof the company shall be held within 3months after the day following the last
day of each financial year, whereas
extraordinary shareholders’ general
meeting can be held anytime as
required.
(New)

Article 12 to Article 16
OmittedChapter 3 Shareholders’ general meeting
Article 11 Invitation
Shareholders’ annual general meetingof the company shall be held within 3months after the day following the last
day of each financial year, whereas
extraordinary shareholders’ general
meeting can be held anytime as
required.
2. Shareholders’ general meeting of thecompany may be held as ashareholders’ general meeting without
a designated location.
Article 12 to Article 16
Unchanged

Chapter 4 Director and board of directors

Chapter 4 Director and board of directors- 4 -Current articles of incorporation
Article 17 Number of directors
1. The number of directors of thecompany shall be less than or equal to
13 persons.
(New)

Article 18 Election(New)

1. The resolution to elect a director
requires the attendance of the one
third or more shareholders holding
voting rights and by a majority of
votes of the shareholders present.
2. The election of a director cannot bebased on accumulated votes.
Article 19 Director’s terms of office
1. Directors’ terms of office continue
until the conclusion of the annual
shareholders meeting for the last fiscal
year which ends within a year from thetime of their election.
(New)

(New)

(New)

Article 20 Calling of board of directors’ meetingand the chairman of the meeting

Proposed amendments
Article 17 Number of directors
1. The number of directors (excluding
directors who are Audit andSupervisory Committee Members) of
the company shall be less than or equal
to 13 persons.
2. The number of directors who are Audit
and Supervisory Committee Members(“Audit and Supervisory Committee
Members”) of the company shall beless than or equal to 5 persons.
Article 18 Election
1. Directors shall be elected based on thedecision passed by the shareholders’general meeting by making a
distinction between Audit andSupervisory Committee Members andother directors.
2. The resolution to elect a director
requires the attendance of the one thirdor more shareholders holding voting
rights and by a majority of votes of theshareholders present.
3. The election of a director cannot bebased on accumulated votes.
Article 19 Director’s terms of office
1. Directors’ terms of office continue
until the conclusion of the annual
shareholders meeting for the last fiscal
year which ends within a year from thetime of their election.
2. Notwithstanding the preceding
paragraph, Audit and Supervisory
Committee Members’ terms of officecontinue until the conclusion of theannual shareholders meeting for thelast fiscal year which ends within two
years from the time of their election.
3. The term of office of Audit andSupervisory Committee Member that
replaces the Audit and Supervisory
Committee Member shall be up till theend of the term of the Audit andSupervisory Committee Member
he/she replaces.
4. The effective term of the resolution forelection of Audit and Supervisory
Committee Member elected to fill avacancy pursuant to corporate laws
Article 329-3 shall be up till the
beginning of the annual shareholders
meeting for the last fiscal year which
ends within two years from the time of
his/her election.
Article 20 Calling of board of directors’ meetingand the chairman of the meeting- 5 -Current articles of incorporation
1. The meeting of the board of directors
shall be called by the president who
will be the chairman of the meeting,unless specified otherwise by law. If
the president has an accident, thedirector in order based on preagreement of the board of directors
will take over.
2. The notice to call a board meetingshall be sent at least 3 days prior to the
day of the board of directors’ meeting
to the directors and auditors; provided,
however, this period may be shortenedin case of urgency.
3. If all directors and auditors agreed,board meeting can be held without
going
throughabovementioned
procedures.

Proposed amendments
1. The meeting of the board of directors
shall be called by the president who
will be the chairman of the meeting,unless specified otherwise by law. If
the president has an accident, thedirector in order based on preagreement of the board of directors
will take over.
2. The notice to call a board meeting shallbe sent at least 3 days prior to the dayof the board of directors’ meeting to
the directors; provided, however, thisperiod may be shortened in case ofurgency.
3. If all directors agreed, board meetingcan be held without going throughabovementioned procedures.

Article 21 to Article 25
Omitted

Article 21 to Article 25
Unchanged

Article 26 Remuneration
The remuneration and bonus of thedirectors and other executive jobs andthebenefits(“remuneration”)
received from the company shall bebased on the decision passed by theshareholders’ general meeting.

Article 26 Remuneration
The remuneration and bonus of thedirectors and other executive jobs andthe benefits received from thecompany shall be based on thedecision passed by the shareholders’general meeting by making a
distinction between Audit andSupervisory Committee Members andother directors.
Article 27
Unchanged

Article 27
OmittedChapter 5 Auditors and board of auditors
Article 28 Number of auditors
The number of supervising auditors
shall not be more than 5 persons.
Article 29 Election
The resolution to pass in the electionof supervising auditor requires thepresence of at least one third of theshareholders having the voting rights,
and a simple majority vote of thosepresent.
Article 30 Auditors’ term of office
1. Auditors’ terms of office continue
until the conclusion of the annual
shareholders meeting for the last fiscal
year which ends within four years
from the time of their election.
2. The term of office of supervisingauditor that replaces the supervisingauditor that retired before expiry of its
term of office shall be up till the endof the term of the supervising auditor- 6 -Chapter 5 Audit and Supervisory Committee(Delete)(Delete)(Delete)Current articles of incorporation
Proposed amendments
he/she replaces.
Article 31 Full time auditor(Delete)A full time supervising auditor iselected from the supervising auditors
based on the resolution of the board of
supervising auditors.
Article 32 Notice on holding of auditors’ Article 28 Holding of meeting
meeting
1. Notice on holding of board of
1. Notice on holding of Audit andsupervising auditors’ meeting shall be
Supervisory Committee’s meeting
sent to supervising auditors at least 3
shall be sent to Audit and Supervisorydays prior to the day of the board ofCommittee Members at least 3 days
supervisingauditors’meeting.
prior to the day of the Audit andHowever, in case of emergency theSupervisory Committee’s meeting.
period can be shortened.
However, in case of emergency theperiod can be shortened.
2. If all supervising auditors agreed, the2. If all Audit and Supervisoryboard of supervising auditors’ meeting
Committee Members agreed, the Audit
can be held, without going throughand Supervisory Committee’s meeting
above procedure.
can be held, without going throughabove procedure.
(New)
Article 29 Method of resolution
The resolution of the Audit andSupervisory Committee requires thepresence of a majority of Audit andSupervisory Committee Members, anda simple majority of those present.
Article 33 Board of auditors’ rules
Article 30 Audit and Supervisory Committee’s
rules
The matters related to the board of
The matters related to the Audit andauditors shall follow the rules of theSupervisory Committee shall follow
board of auditors, besides the law andthe rules of the Audit and Supervisory
the articles of incorporation.
Committee, which are stipulated by
the Audit and Supervisory Committee,
besides the law and the articles ofincorporation.
Article 34 Remuneration(Delete)The remuneration of a supervisingauditor shall be based on the decisionpassed by the shareholders’ general
meeting.
Article 35 Waiver of responsibility of auditor(Delete)
1. Pursuant to corporate laws Article
426-1, the company may waive theliability for the damages of asupervising auditor (including the pastsupervising auditors) arising fromtheir failure to perform their duties
within the limit of the laws.
2. The company may sign an agreementwith a supervising auditor to limit theliability for damages of thesupervising auditor arising from theirfailure to perform their duties
pursuant to corporate laws Article
427-1; provided however, that thelimit of the liability under such
- 7 -Current articles of incorporationagreement shall be the amountprescribed by laws and regulations.
Chapter 6 Calculation
Article 36 to Article 39
Omitted
(New)

Proposed amendments

Chapter 6 Calculation
Article 31 to Article 34
Unchanged
Chapter 7 Supplementary provisions
Article 35 Transitional treatment for waiver of
responsibility of auditors
In regard to actions that occurred prior
to the conclusion of the 28th Annual
Meeting of Shareholders pursuant tocorporate laws Article 426-1, thecompany may waive the liability forthe damages of a supervising auditor(including the past supervisingauditors) arising from their failure to
perform their duties within the limit of
the laws.

- 8 -Proposal 3:

Election of eleven (11) directors (excluding directors who are Audit and Supervisory
Committee Members)

If Proposal 2 “Partial amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a Company with Audit and Supervisory Committee. Accordingly, the Company
proposes to elect eleven (11) directors (excluding directors who are Audit and Supervisory Committee
Members) who will take office after the adoption of a system of a Company with Audit and Supervisory
Committee. This proposal will take effect subject to the amendments to the Articles of Incorporation under
Proposal 2 “Partial amendments to the Articles of Incorporation” coming into force.
The candidates for the positions of director (excluding directors who are Audit and Supervisory Committee
Members) are as follows:
No.

Name

Position

Responsibilities

President &Chief
Issei Ainoura
Executive
Officer
Masatoshi
Chairman &Kumagai
Director
Director,
General Manager of
Ryu Muramatsu Executive Vice Corporate Value Creation
Strategy Division
President
Director,
General Manager ofCorporate Support
Satoru Isozaki
Executive Vice
Division
President

Attendance at Meetings ofthe Board of Directors(Fiscal Year 2021)

1

Reappointment

2

Reappointment

3

Reappointment

4

Reappointment

5

Reappointment

Masashi Yasuda

Director-

18/18 meetings (100%)

6

Reappointment

Hirofumi
Yamashita

Director-

17/18 meetings (94%)

7Reappointment

Yuki Kawasaki

Director-

15/15 meetings (100%)

8

Reappointment
External
Independent

Akio Sato

Director-

16/18 meetings (88%)

9New
appointment

Teruhiro Arai

-

-

-

10

New
appointment

Noriko Inagaki

-

-

-

11

New
appointment

TakashiShimahara

-

-

-

- 9 -

18/18 meetings (100%)

18/18 meetings (100%)
18/18 meetings (100%)

18/18 meetings (100%)

Candidate No. 1

Reappointment

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

Number of the Company’s shares held:

800,000 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 Card Call Service, Inc. (now GMO Payment Gateway, Inc.)
Dec. 2003
Director of MTI Ltd.
Mar. 2006
Director of GMO Internet, Inc.
Dec. 2011CEO and Representative Director of GMO Payment Gateway, Inc.
Dec. 2012
President and Chief Executive Officer of GMO Payment Gateway, Inc. (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.

Candidate No. 2

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. (now GMO AD Partners, Inc.)
Aug. 2001
Representative Director and Chairman of iSLE, Inc. (now GMO GlobalSign Holdings K.K.)
Apr. 2002
Chairman of the Board of GMO Research Institute (now GMO Research, Inc.) (Present)
Mar. 2003
CEO and Chairman of the Board of Global Media Online, Inc. (now GMO Internet, Inc.)
Mar. 2003
Chairman of iSLE, Inc. (now GMO GlobalSign Holdings K.K.) (Present)
Mar. 2004
Chairman of the Board of paperboy&co, Inc. (now GMO Pepabo, Inc.) (Present)
Mar. 2004
Chairman of the Board of GMO Mobile&Desktop Inc. (now GMO Media, Inc.) (Present)
Dec. 2004
Chairman of the Board of Card Commerce Service, Inc. (now GMO Payment Gateway, Inc.)
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 GMO Payment Gateway, Inc.
Dec. 2012
Chairman and Director of GMO Payment Gateway, Inc. (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 Internet Group. The Company believes that he is qualified to serve as a director with the expectation that he will offer
advice to the management of the Company regarding overall management coming from a broad and high-level perspective.

- 10 -

Candidate No. 3

Reappointment

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

Number of the Company’s shares held:

241,800 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1994
Joined Japan Associated Finance Co., Ltd. (now JAFCO Group 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 Card Commerce Service, Inc. (now
GMO Payment Gateway, Inc.)
Dec. 2007
Senior Managing Director, General Manager of Corporate Planning Office of GMO Payment Gateway, Inc.
Oct. 2009
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategyof GMO Payment Gateway, Inc.
Oct. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy
and Corporate Strategy of GMO Payment Gateway, Inc.
Nov. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy,
Corporate Strategy and Products and Services Strategy of GMO Payment Gateway, Inc.
Dec. 2010
Director, Executive Vice President, General Manager of Corporate Planning Office, in charge of Investment
Strategy, Corporate Strategy and Products and Services Strategy of GMO Payment Gateway, Inc.
Oct. 2012
Director, Executive Vice President, General Manager of Corporate Value Creation Strategy Division of GMO
Payment Gateway, Inc. (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:

1,500 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 GMO Payment Gateway, Inc.
Oct. 2011
Senior Executive Officer, General Manager of System Division of GMO Payment Gateway, Inc.
Dec. 2011
Managing Director, General Manager of System Division of GMO Payment Gateway, Inc.
Oct. 2012Managing Director, General Manager of System Division, General Manager of IT Strategy Planning Office of
GMO Payment Gateway, Inc.
Dec. 2012
Senior Managing Director, General Manager of System Division, General Manager of IT Strategy Planningof GMO Payment Gateway, Inc.
Feb. 2013
Senior Managing Director, General Manager of System Division of GMO Payment Gateway, Inc.
Dec. 2014
Director, Executive Vice President, General Manager of System Division of GMO Payment Gateway, Inc.
Oct. 2017
Director, Executive Vice President, General Manager of Corporate Support Division of GMO Payment
Gateway, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Satoru Isozaki has overseen the System Division as a director since 2011 and personnel, general business affairs,
accounting, finance, legal and other administrative functions since 2017, through which he has gained extensive experienceand knowledge in overall corporate management. The Company believes that he is qualified to serve as a director based on his
experience and knowledge.

- 11 -

Candidate No. 5

Reappointment

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
Apr. 2000
Joined InterQ Inc. (now GMO Internet, Inc.)
Sep. 2001
Head of Corporate Strategy Office of Global Media Online, Inc. (now GMO Internet, 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. (now GMO Internet, Inc.)
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.)
May 2008
Managing Director, Head of Group Management Division of GMO Internet, 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)
Mar. 2016
Director of GMO Media, Inc. (Present)
Mar. 2016
Director of GMO CLOUD K.K. (now GMO GlobalSign Holdings K.K.) (Present)
Mar. 2016
Director of GMO Pepabo, Inc. (Present)
Mar. 2016
Director of GMO Research, Inc. (Present)
Mar. 2016
Director of GMO AD Partners, Inc. (Present)
Mar. 2016
Director of GMO TECH, Inc. (Present)
Jun. 2016
Director of GMO Click Holdings, Inc. (now GMO Financial Holdings, Inc.) (Present)
Jun. 2016
Outside Statutory Auditor of Aozora Trust Bank, Ltd. (now GMO Aozora Net Bank, Ltd.)
Dec. 2016
Director of GMO Payment Gateway, Inc. (Present)
Jun. 2019
Outside Director of GMO Aozora Net 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 Internet Group and as a CPA.

Candidate No. 6

Reappointment

Hirofumi Yamashita(Date of birth: Jul. 1, 1962)

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1985
Joined IBM Japan, Ltd.
Feb. 2002
General Manager of Financial Solutions and Service Development Division of IBM Japan, Ltd.
Apr. 2007
Joined GMO Internet, Inc.
Acting Head of Group Systems Support Office of GMO Internet, Inc.
Apr. 2008
Head of Group Systems Support Office of GMO Internet, Inc.
Jan. 2009
General Manager of Systems Division of GMO Internet, Inc.
Mar. 2009
Director and General Manager of Systems Division of GMO Internet, Inc.
Dec. 2010
External Director of GMO Payment Gateway, Inc.
Mar. 2011
Executive Director and General Manager of Systems Division of GMO Internet, Inc.
Jun. 2011
External Director of GMO CLICK Securities, Inc.
Mar. 2013
Executive Director, Head of Group Systems Division, General Manager of Systems Division of GMO
Internet, Inc.
Mar. 2015
Managing Director, Head of Group Systems Division, General Manager of Systems Division of GMO
Internet, Inc. (Present)
Dec. 2018
Director of GMO Payment Gateway, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Hirofumi Yamashita possesses expertise in management of the GMO Internet Group and systems for supporting thefoundation of the Group’s services. The Company believes that he is qualified to serve as a director with the expectation that
he will offer his extensive knowledge and experience to the management of the Company.

- 12 -

Candidate No. 7

Reappointment

Yuki Kawasaki(Date of birth: Aug. 24, 1981) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)
Dec. 2011
Registration as a lawyer (Daini Tokyo Bar Association)
Dec. 2012
Joined GMO Internet, Inc.
Oct. 2016
Manager of Group Legal Affairs Department of GMO Internet, Inc.
Apr. 2018
General Manager of Group Legal Affairs Department of GMO Internet, Inc.
Dec. 2020
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2021
Director and General Manager of Group Legal Affairs Department of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
Ms. Yuki Kawasaki has worked to enhance corporate governance of the GMO Internet Group as a Director and General
Manager of Group Legal Affairs Department of GMO Internet. The Company believes that she is qualified to serve as a director
with the expectation that she will offer beneficial opinions and proposals from a perspective of diversity, in addition to her
expertise in the field of legal affairs.

Candidate No. 8

Akio Sato

Reappointment, External, Independent(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. 2008
Outside Corporate Auditor of POLA ORBIS HOLDINGS INC. (Present)
Dec. 2008
External Director of GMO Payment Gateway, Inc. (Present)
Jun. 2015
Outside Director of Kirayaka Bank, Ltd. (Present)
Jun. 2016
Outside Director of Aozora Trust Bank, Ltd. (now GMO Aozora Net Bank, Ltd.) (Present)
Jul. 2017
Outside Director of U-NEXT Co., Ltd. (now USEN-NEXT HOLDINGS Co., Ltd.) (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
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 and experience
as a lawyer.

- 13 -

Candidate No. 9

New appointment

Teruhiro Arai

(Date of birth: Feb. 27, 1973) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)
Dec. 1999
Joined interQ Inc. (now GMO Internet, Inc.)
Apr. 2001
Manager of Corporate Strategy Office of Global Media Online Inc. (now GMO Internet, Inc.)
Jul. 2001
Resigned from Global Media Online Inc.(now GMO Internet, Inc.)
Jul. 2001
Established Arai Accounting Office
Dec. 2003
Returned to Global Media Online Inc. (now GMO Internet, Inc.)
Apr. 2004
Head of Group Investment Strategy Office of Global Media Online Inc. (now GMO Internet, Inc.)
Mar. 2005
Director and Head of Group Investment Strategy Office of Global Media Online Inc. (now GMO Internet,
Inc.)
Dec. 2010
Registered as a Certified Public Accountant
Mar. 2020
Executive Director and Head of Group Investment Strategy Office of GMO Internet, Inc.
Apr. 2021
Executive Director in charge of Group Investment Strategy of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Teruhiro Arai has worked to enhance the investment strategy division (alliance building) of the entire Group as Executive
Director in charge of Group Investment Strategy of GMO Internet. The Company believes that he is qualified to serve as adirector as he possesses rich knowledge and experience in the field of finance and accounting as a certified public accountant,in addition to his expertise in the field of investment strategy.

Candidate No. 10

New appointment

Noriko Inagaki(Date of birth: Jul. 9, 1970)

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Jun. 2003
Joined Global Media Online, Inc. (now GMO Internet, Inc.)
Jan. 2013
Manager of Group Finance Department of GMO Internet, Inc.
Mar. 2016
General Manager of Group Finance Department of GMO Internet, Inc.
Mar. 2020
Director and General Manager of Group Finance Department of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
Ms. Noriko Inagaki has worked to enhance the finance division of the entire Group as Director and General Manager of Group
Finance Department of GMO Internet. The Company believes that she is qualified to serve as a director with the expectationthat she will offer beneficial opinions and proposals from a perspective of diversity, in addition to her expertise in the field offinance and accounting.

- 14 -

Candidate No. 11

New appointment

Takashi Shimahara(Date of birth: Dec. 1, 1961)

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1985
Joined Sumitomo Bank (now Sumitomo Mitsui Banking Corporation)
Nov. 2006
General Manager of Maritime Finance Dept. of Sumitomo Mitsui Banking Corporation
Apr. 2008
General Manager of Europe Banking Dept. IV of Sumitomo Mitsui Banking Corporation
Jun. 2011
General Manager of Europe Banking Dept.VI of Sumitomo Mitsui Banking Corporation
Apr. 2013
General Manager of Trade Finance Dept. of Sumitomo Mitsui Banking Corporation
Apr. 2015
Member of the Board, General Manager of Global Business Promotion Dept. of Sumitomo Mitsui Banking
Corporation
Apr. 2016
Member of the Board, General Manager of Transaction Business Division of Sumitomo Mitsui Banking
Corporation
Apr. 2018
Managing Executive Officer of Ginsen Co., Ltd.
Oct. 2018
Head of Group Financial Business Promotion and Management Office of GMO Internet, Inc.
Jun. 2019
Outside Statutory Auditor of GMO Aozora Net Bank, Ltd. (Present)
Mar. 2020
Head of Group Financial Business Promotion and Group Internal Audit Office of GMO Internet, Inc.
Apr. 2021
General Manager of Group Risk Management Division and Head of Group Financial Business Promotion andGroup Internal Audit Office of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
The Company believes that Mr. Takashi Shimahara is qualified to serve as a director as he possesses extensive knowledge andexperience in the field of risk management as General Manager of Group Risk Management Division of GMO Internet, in
addition to his expertise in the field of finance, including global operations, based on his experience of having filled various
key posts such as General Manager of Transaction Business Division and General Manager of Global Business Promotion
Dept. of Sumitomo Mitsui Banking Corporation.

Notes:

1. 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.
2. 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.
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. Candidate Mr. Hirofumi Yamashita is Managing Director of GMO Internet, Inc. (parent company of the Company).
The Company has a commercial relationship with GMO Internet, Inc.
5. Candidate Ms. Yuki Kawasaki is Director of GMO Internet, Inc. (parent company of the Company). The Company
has a commercial relationship with GMO Internet, Inc.
6. Candidate Mr. Teruhiro Arai is Executive Director of GMO Internet, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet, Inc.
7. Candidate Ms. Noriko Inagaki is Director of GMO Internet, Inc. (parent company of the Company). The Company
has a commercial relationship with GMO Internet, Inc.
8. Candidate Mr. Takashi Shimahara is General Manager of Group Risk Management Division and Head of Group
Financial Business Promotion and Group Internal Audit Office of GMO Internet, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet, Inc.
9. There are no special interests between the other candidates and the Company.
10. Mr. Akio Sato is a candidate for the position of external director. The Company has appointed him as anindependent director as stipulated in the regulations set forth by the Tokyo Stock Exchange and notified the
Exchange accordingly.
11. Mr. Akio Sato currently serves as an external director of the Company and his term of office will have been
thirteen (13) years at the conclusion of this Meeting of Shareholders.
12. The Company has entered into a limited liability agreement with the candidate Mr. Akio Sato, who serves as anexternal director of the Company pursuant to the provisions of Article 427, paragraph 1 of the Companies Act. If
his reelection is approved, the Company will continue the said agreement. The outline of the agreement is as
described on page 48 of the attachment to this convocation notice.
13. The Company has entered into a directors and officers liability insurance (D&O Insurance) agreement stipulated
in Article 430-3, paragraph 1 of the Companies Act with an insurance company. The said insurance agreement
shall cover legal damages and litigation expenses to be borne by the insured. Each of the candidates will be theinsured under the said insurance agreement. The Company plans to renew the insurance policy with the above
details at the time of next renewal.

- 15 -

Proposal 4:

Election of four (4) directors who are Audit and Supervisory Committee Members

If Proposal 2 “Partial amendments to the Articles of Incorporation” is approved as originally proposed, theCompany will become a Company with Audit and Supervisory Committee. Accordingly, the Company
proposes to elect four (4) directors who are Audit and Supervisory Committee Members. This proposal willtake effect subject to the amendments to the Articles of Incorporation under Proposal 2 “Partial amendments
to the Articles of Incorporation” coming into force. The Board of Auditors has given its consent to this
proposal.
The candidates for the positions of directors who are Audit and Supervisory Committee Members are as
follows:
Candidate No. 1

New appointment, External, Independent

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

Career summary and position 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
Dec. 2016
External Auditor of GMO Payment Gateway, Inc. (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Mr. Kazutaka Yoshida possesses extensive knowledge and experience gained through having filled various key posts such as
Executive Officer of IBM Japan, Ltd. and Managing Executive Officer of JSOL Corporation. The Company believes that he isqualified to serve as an external director who is an Audit and Supervisory Committee Member with the expectation that he willcontribute to the enhancement of the corporate governance structure of the Company and perform audits on the execution of
directors’ duties based on his extensive knowledge and experience.

Candidate No. 2

New appointment, External, Independent

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

6,000 shares

Career summary and position 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.
Jun. 2017
External Auditor of GMO Payment Gateway, Inc. (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Mr. Kazuhiko Okamoto has abundant knowledge and experience in company management as well as expertise in the businessarea to which the Company belongs and the services it provides within it. The Company believes that he is qualified to serveas an external director who is an Audit and Supervisory Committee Member with the expectation that he will contribute to theenhancement of the corporate governance structure of the Company and perform audits on the execution of directors’ duties.

- 16 -

Candidate No. 3

New appointment, External, Independent

Yumi Hokazono(Date of birth: Feb. 18, 1975) Number of the Company’s shares held:– shares

Career summary and position in the Company (Significant concurrent positions)Oct. 1998
Joined Showa Ota & Co. (now Ernst & Young ShinNihon LLC)
Apr. 2002
Registered as a Certified Public Accountant
Jul. 2013
Representative of Yumi Hokazono Certified Public Accountant Office (Present)
Dec. 2018
External Auditor of GMO Payment Gateway, Inc. (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
The Company believes that Ms. Yumi Hokazono is qualified to serve as an external director who is an Audit and Supervisory
Committee Member with the expectation that she will contribute to the enhancement of the corporate governance structure of
the Company, perform audits on the execution of directors’ duties, and offer beneficial opinions and proposals from aperspective of diversity based on her extensive knowledge and experience as a CPA.

Candidate No. 4

Fumio Kai

New appointment, External, Independent(Date of birth: Jun. 23, 1959) Number of the Company’s shares held:– shares

Career summary and position in the Company (Significant concurrent positions)Apr. 1983
Joined the Bank of Japan
Jun. 1996
Director of Management Administration Department of the Bank of Japan
Jun. 1998
Director of Personnel and Corporate Affairs Department of the Bank of Japan
Jun. 2000
Director of Payment and Settlement Systems Section of Credit Systems Office of the Bank of Japan
Oct. 2001
Director of Examination Department of the Bank of Japan
Jun. 2006
Associate Director-General of Financial System and Bank Examination Department of the Bank of Japan
Oct. 2008
General Manager of Akita Branch of the Bank of Japan
Jun. 2011
Associate Director-General of Institute for Monetary and Economic Studies of the Bank of Japan
Apr. 2013
General Manager of Deposit Insurance Department of Deposit Insurance Corporation of Japan (seconded fromthe Bank of Japan)
Jun. 2015
Full-time auditor of Chuo Labour Bank
Jun. 2019
Policy Research Director of the Tokyo Foundation for Policy Research
Jun. 2021
Outside Director of the Board of FIDEA Holdings Co. Ltd. (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
Mr. Fumio Kai has filled various key posts such as Associate Director-General of Financial System and Bank Examination
Department and General Manager of Akita Branch of the Bank of Japan, as well as General Manager of Deposit Insurance
Department of Deposit Insurance Corporation of Japan, and possesses expertise in the field of finance. The Company believes
that he is qualified to serve as an external director who is an Audit and Supervisory Committee Member with the expectationthat he will contribute to the enhancement of the corporate governance structure of the Company and perform audits on theexecution of directors’ duties based on his experience as Outside Director of the Board (Member of the Auditing Committee
and the Risk Committee, etc.) of FIDEA Holdings Co. Ltd.
Notes:

1. There are no special interests between the candidates and the Company.
2. Mr. Kazutaka Yoshida, Mr. Kazuhiko Okamoto, Ms. Yumi Hokazono and Mr. Fumio Kai are candidates for the
position of external director. The Company has appointed them as independent directors as stipulated in theregulations set forth by the Tokyo Stock Exchange and notified the Exchange accordingly.
3. If the election of Mr. Kazutaka Yoshida, Mr. Kazuhiko Okamoto, Ms. Yumi Hokazono and Mr. Fumio Kai is
approved, the Company will enter into limited liability agreements with them pursuant to the provisions of Article
427, paragraph 1 of the Companies Act. The outline of the agreement is as described on page 48 of the attachment
to this convocation notice.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance) agreement stipulated
in Article 430-3, paragraph 1 of the Companies Act with an insurance company. The said insurance agreement
shall cover legal damages and litigation expenses to be borne by the insured. Each of the candidates will be theinsured under the said insurance agreement. The Company plans to renew the insurance policy with the above
details at the time of next renewal.

- 17 -

Basic Views on Corporate Governance
The Company upholds the management principle of “Pursue both material and spiritual prosperity throughour contributions to the progress and development of society;” and we implement governance systems thatcan effectively and efficiently realize these principles.
The Board elects the candidates for directors who are equipped with the knowledge, experience and skill toeffectively carry out their role and responsibility. The Board will be mindful to achieve the appropriate sizeand diversity of the Board. Candidate for directors will be selected on these policies and following thedeliberations at the Nomination and Remuneration Committee, will be formally proposed to the Board forthe decision.
Skills matrix of directors (if each of the candidates is elected at this Meeting of Shareholders)* The table below does not cover all the expertise and experience possessed by directors.
Name

Issei
AinouraPosition

President &Chief
Chairman &Executive
Director
OfficerAgeTerm ofofficeCorporate
management
IT / security

Masatoshi
Ryu
Kumagai Muramatsu

SatoruIsozaki

Masashi
YasudaHirofumi
Yamashita

Yuki
KawasakiDirector,
Executive
Vice
President

Director,
Executive
Vice
President

Director

Director

Director

59

58

51

61

50

59

40

21 years

17 years

17 years

10 years

5 years

3 years

1 year

●

●
●

Risk
management
Legal affairs
Financialaccounting
Payment
processing
business
Finance
GlobalInvestment
(M&A)
ESG /
sustainability

●

●
●
●
●

●

●
●
●

●

- 18 -●

External
Independent

External
Independent

Name
Akio Sato

Position
Age
Term ofofficeCorporate
management
IT/security
Risk
management
Legal affairs
Financialaccounting
Payment
processing
business
Finance
GlobalInvestment
(M&A)
ESG /
sustainability

Teruhiro
Arai

NorikoInagakiExternal
Independent

External
Independent

Takashi Kazutaka Kazuhiko
Yumi
Shimahara Yoshida Okamoto Hokazono

External
Independent

Fumio
Kai

Director
Director
Director
Director
Audit and Audit and Audit and Audit andSupervisory Supervisory Supervisory Supervisory
Committee Committee Committee Committee
MemberMemberMemberMemberDirector

Director

Director

Director

55

48

51

60

72

75

46

62

13 years

-

-

-

-

-

-

-

●
●
●

●

●

●
●

●

●
●

●

●
●
●

- 19 -●●

Proposal 5:

Determination of the amount of remuneration for directors (excluding directors who
are Audit and Supervisory Committee Members)

Subject to approval of Proposal 2 “Partial amendments to the Articles of Incorporation,” the Company will
adopt a system of a Company with Audit and Supervisory Committee. Accordingly, the Company proposes
to discontinue the current framework for the amount of remuneration for directors and set the amount of
remuneration for directors (excluding directors who are Audit and Supervisory Committee Members) at no
more than ¥500 million per year (including a total of ¥30 million for external directors). This proposal is inaccordance with “Matters relating to the policies for the determination of contents of the amounts ofremuneration for individual directors” described on page 48 of the attachment to this convocation notice, andtherefore the Company determined that its contents are necessary and reasonable in consideration of various
circumstances including economic condition.
The said amount will not include remuneration provided to employee-directors for their services rendered as
employees.
The Company currently has a total of 11 directors (including 2 external directors); however, if Proposal 3 isapproved as originally proposed, the number of directors (excluding directors who are Audit and Supervisory
Committee Members) will be 11 (including 1 external director).
Proposal 6:

Determination of the amount of remuneration for directors who are Audit andSupervisory Committee Members

Subject to approval of Proposal 2 “Partial amendments to the Articles of Incorporation,” the Company will
adopt a system of a Company with Audit and Supervisory Committee. Accordingly, the Company proposes
to set the amount of remuneration for directors who are Audit and Supervisory Committee Members at no
more than ¥50 million per year. This proposal takes into account the duties and responsibilities of directors
who are Audit and Supervisory Committee Members, and therefore the Company determined that its contents
are necessary and reasonable. If Proposal 4 is approved as originally proposed, the number of directors who
are Audit and Supervisory Committee Members will be 4.
The Board of Auditors has given its consent to this proposal.

- 20 -

Proposal 7:

Election of accounting auditor

Deloitte Touche Tohmatsu LLC, the accounting auditor of the Company, will resign at the conclusion of thisMeeting of Shareholders due to the expiration of its term of office. Accordingly, the Company proposes toelect a new accounting auditor.
This proposal is submitted pursuant to the decision of the Board of Auditors. The Board of Auditors has
nominated Ernst & Young ShinNihon LLC as a candidate for accounting auditor as it expects that theappointment of Ernst & Young ShinNihon LLC will enable audits to be performed from a fresh perspective,in light of the length of years the incumbent accounting auditor has served in office. The Board also conductedexamination of the candidate’s expertise, independence, quality control systems and global audit systems,
and concluded that the candidate is qualified to serve as an accounting auditor. The name of the candidate foraccounting auditor, location of its principal office and corporate history, etc. are as follows (as of September
30, 2021).
Name
Location of principal office

Corporate history

Overview

Ernst & Young ShinNihon LLC
1-1-2 Yuraku-cho, Chiyoda-ku, Tokyo
Apr. 2000 Showa Ota & Co. and Century Audit Corporation were merged
to form Century Ota Showa & Co.
Jul. 2001 Renamed to Shin Nihon & Co.
Jul. 2008 Renamed to Ernst & Young ShinNihon LLC
Jul. 2018 Renamed (Japanese name only)
Capital: ¥1,088 million
Personnel composition:
Certified public accountants (CPAs): 3,017
Passers of CPA examination, etc.: 1,043
Other: 1,069
Total: 5,129
Number of companies involved:
Number of audit client companies: 3,725
Offices, etc.:
Japan: Tokyo and others, for a total of 17 locations
Overseas: New York and others, for a total of 34 locations- 21 -