April 18, 2022
Company Name:
Name and Title ofRepresentative:

GMO Payment Gateway, Inc.
Issei Ainoura, President & CEO(Securities code: 3769, TSE Prime Market)

Name and Title ofContact Person:

Ryu Muramatsu, Executive Vice President(Tel:0 3 - 3 4 6 4 - 0 1 8 2)

Notice Regarding Change in Equity Method Affiliate, Gain on Sale fromTransfer of Shares, and Revision of Financial Earnings Forecast
GMO Payment Gateway, Inc. (GMO-PG) has resolved at the Board meeting held on April 18,2022, to transfer all of the shares of its equity method affiliate 2C2P Pte. Ltd. (2C2P) owned by
the subsidiary GMO-Z.COM PAYMENT GATEWAY PTE. LTD. (GMO-Z PG SG).
Due to this transfer of shares, the consolidated earnings forecast for the fiscal year ending
September 2022 has been revised, as detailed below.
In addition, the transfer of shares will result in the exclusion of 2C2P as an equity method
affiliate.
１． Reasons for the Transfer of Shares
In order to expand the payment processing business in the Asian region, GMO-PG acquired
shares of 2C2P, a company providing payment processing business mainly in Thailand,through the consolidated subsidiary GMO-Z PG SG and made 2C2P an equity method
affiliate in August 2016. 2C2P has steadily improved its business performance in Southeast
Asia, and GMO-PG has recently received an offer from a global payment processing
company based in China to acquire the shares owned in 2C2P.
GMO-PG has agreed to the sale and executed an agreement for the transfer of shares basedon the decision that the transfer would be beneficial for the future growth of GMO-PG aswell as 2C2P and by taking a comprehensive view that the price of the share transfer isvalid and reasonable, and that the acquiror’s policy is to further enhance 2C2P by making
it a subsidiary. The transfer of shares will be completed once all the preconditions andterms are fulfilled (estimated timing of closure is June 2022).
GMO-PG will continue its policy to expand the Payment Processing Business and the Money
Service Business overseas, particularly in Southeast Asia. The funds received from theshare transfer will strengthen the financial soundness of GMO-PG as well as be used for
growth investments including overseas lending operations in order to further our efforts toachieve sustainable growth and enhance the corporate value.
２． Name of equity method affiliate to be transfered
2C2P Pte. Ltd.
３． Schedule of share transfer
June 2022 (planned)４． Name of the counterparty in the share transfer
ADVANCED NEW TECHNOLOGIES (SINGAPORE) HOLDING PTE.LTD.
５． Number of shares to be transferred and the percentage of shareholding before and after
the transfer
（１）
（２）
（３）
(Note):

Shares owned before

3,292,272

the changeshares

Number of shares to(ownership of voting rights:29.34％)

3,292,272

be transferredsharesShares owned after

0 sharesthe transfer(ownership of voting rights: 0％)

The amount of the transfer price is not disclosed due to non-diclosure obligations

agreed to between the parties. Note that the transfer price will not be identical to theamount calculated by dividing the gain on sale from share transfer with the ownershipproportion of voting rights.
６． Outlook
Due to the transfer of shares, the fiscal year ending September 2022 is estimated to record
a gain on sale from transfer of shares of an equity method affiliate, etc. of \16.0bn. As aresult, the financial earnings forecast for the fiscal year ending September 2022 asdisclosed on November 11, 2021 has been revised. Furthermore, a partial amount of thetransfer price will be held in an escrow account, and a gain on sale, etc. is likely to berecognized by the fiscal year ending September 2024 if the stipulated conditions aresatisfied. Note that the transfer price, etc. are estimates as of this writing and the actual
amounts may vary. The foreign exchange rate assumed is 1 USD = 122.41JPY (as of March31, 2022)
７． Revision to Earnings Forecast(1) Revision to Consolidated Financial Earnings Forecast of Fiscal Year Ending September
2022 (FY2022)

Revenue

Operating
ProfitProfitProfit Before
IncomeProfit

Taxes
Mil YenAttributableto Ownersof Parent

Mil Yen

Mil Yen

BasicEarnings
Per Share

Mil Yen

Mil Yen

Yen

Previous Forecast (A)50,000

16,234

15,53810,0489,860

130.01

Revised Forecast (B)50,000

16,234

31,53821,04820,860275.04

Change (B－A)--

16,00011,00011,000Change (%)

--

103.0

109.5

111.6

41,667

12,987

13,285

8,982

8,818(Reference)Previous Year (FY2021)

117.98

(2) Reasons for the Revision
The consolidated financial forecast for fiscal year ending September 2022 is revised, asshown above, due to recording a gain on sale from transfer of shares during the fiscal year.
Forecast of the year end dividend is unchanged from the initial forecast of \66 per share.