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
November 29, 2019

To Our Shareholders

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

Notice of the 26th Annual Meeting of Shareholders
You are cordially invited to attend the 26th 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 by electromagnetic
means (the Internet). Please review the appended “Reference Materials for the Meeting of Shareholders” andexercise your voting rights no later than 6:00 p.m. on Friday, December 13, 2019.

1. Date and time:

10:00 a.m., Sunday, December 15, 2019 (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 26th fiscal year (fromOctober 1, 2018 to September 30, 2019), 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 26th fiscal year (from October 1, 2018 toSeptember 30, 2019).

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-1- 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.

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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 business development
and other factors, the end-of-term dividend for the 26th fiscal year is proposed as follows:
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥36 per share of common stock of the Company
Total amount: ¥2,674,653,264
2. Effective date of dividends from surplus
December 16, 2019

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the amendments
To make partial amendments to the Articles of Incorporation for the purpose of redefining thepositioning of the founding spirit, which is upheld by the GMO Internet Group, within the Company.
(Proposed amendments to Article 2)
2. Details of amendments
Details of amendments are as follows:(Underlined portions are amended.)
Current articles of incorporation
Proposed amendments(Fundamental spirit)(Founding spirit of the GMO Internet Group)
Article 2
Article 2
As a member of the GMO Internet Group, theAs a member of the GMO Internet Group, theCompany respects the “Venture Spirit Declaration” Company upholds the “Venture Spirit Declaration,”
upheld by the GMO Internet Group, and sets as its which is the founding spirit of the Group, with thefundamental spirit with the goal to contribute to the goal to contribute to the society and its people. To
society and its people. To achieve this, the Company achieve this, the Company focuses its management
focuses its management resources on providing
resources on providing Internet “platform,” and as
Internet “platform,” and as one of the “leading
one of the “leading comprehensive Internet service
comprehensive Internet service groups in Japan,”groups in Japan,” offers enriching and exciting
offers enriching and exciting Internet relatedInternet related services and creates new Internet
services and creates new Internet cultures andcultures and industries, while moving customers andindustries, while moving customers and making
making them smile.
them smile.

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Proposal 3:

Election of eleven (11) directors

The terms of office of all the eleven (11) directors will expire at the conclusion of this Meeting of
Shareholders. Accordingly, the Company proposes to elect eleven (11) directors (including two (2) external
directors).
The candidates for the positions of director are as follows:
No.

Name

Position

Responsibilities

Chairman &Director
President &Chief
Issei Ainoura
Executive
Officer
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
Senior
General Manager of
Innovation Partners
Yuichi Hisada
Managing
Division
Director

17/17 meetings (100%)

Reappointment

Masashi Yasuda

Director-

17/17 meetings (100%)

7

Reappointment

Takehito Kaneko

Director-

15/17 meetings (88%)

8Reappointment

Director-

14/14 meetings (100%)

9Reappointment

Director-

13/14 meetings (93%)

10Reappointment
External
Independent

Masaya Onagi

Director-

17/17 meetings (100%)

11

Reappointment
External
Independent

Akio Sato

Director-

16/17 meetings (94%)

1Reappointment

2

Reappointment

3

Reappointment

4

Reappointment

5

Reappointment

6

Masatoshi
Kumagai

Attendance at Meetings ofthe Board of Directors(Fiscal Year 2019)

Hiroyuki
Nishiyama
Hirofumi
Yamashita-4-

16/17 meetings (94%)

14/17 meetings (82%)

17/17 meetings (100%)

17/17 meetings (100%)

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. (now GMO AD Partners, Inc.)
Aug. 2001
Representative Director and Chairman of iSLE, Inc. (now GMO Cloud 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 Cloud 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.

Candidate No. 2

Reappointment

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

Number of the Company’s shares held:

1,000,200 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.

-5-Candidate No. 3

Reappointment

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

Number of the Company’s shares held:

251,800 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1994
Joined Japan Associated Finance Co., Ltd. (now JAFCO 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:

1,300 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.

-6-Candidate No. 5

Reappointment

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

Number of the Company’s shares held:

900 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1984
Joined 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 GMO Payment Gateway, Inc.
Oct. 2012
Senior Executive Officer, General Manager of Innovation Partners Division of GMO Payment Gateway, Inc.
Dec. 2012Managing Director, General Manager of Innovation Partners Division of GMO Payment Gateway, Inc.
May 2015
Managing Director, General Manager of Innovation Partners Division, General Manager of TL Promotion
Office of GMO Payment Gateway, Inc.
Oct. 2015
Managing Director, General Manager of Innovation Partners Division of GMO Payment Gateway, Inc.
Dec. 2016
Senior Managing Director, General Manager of Innovation Partners Division of GMO Payment Gateway, Inc.
(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 experienceand 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 a director based on his
experience and knowledge.

Candidate No. 6

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. (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.

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Candidate No. 7

Reappointment

Takehito Kaneko(Date of birth: Mar. 28, 1964) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1986
Joined IBM Japan, Ltd.
Jan. 1999
General Manager of First Sales Section, Finance System Department of IBM Japan, Ltd.
Jan. 2005
Chairman, General Manager of First Finance Department of IBM Japan, Ltd.
Apr. 2006
Executive Board Member, General Manager of First Finance Department of IBM Japan, Ltd.
Apr. 2010
Seconded to IBM Corporation as Vice President, in charge of Banking Frameworks and Finance Sector
Apr. 2011
Vice President, in charge of Business Development and Global Business Services of IBM Corporation
Aug. 2011
Senior Executive Board Member, in charge of Software Business of IBM Japan, Ltd.
Jan. 2012
Senior Executive Board Member, Head of Global Technology Service Business and Outsourcing Business of
IBM Japan, Ltd.
Feb. 2015
Senior Executive Board Member, General Manager of Global Technology Service Division of IBM Japan,
Ltd.
Jun. 2017
Director and Chairman of Aozora Trust Bank, Ltd. (now GMO Aozora Net Bank, Ltd.) (Present)
Jun. 2017
External Director of GMO Click Securities, Inc.
Dec. 2017
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2018
Director of GMO Internet, Inc. (Present)
Mar. 2018
Director of GMO Financial Holdings, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Takehito Kaneko had previously served as Senior Executive Board Member of IBM Japan, Ltd. and possesses extensive
knowledge and experience in finance-related businesses relevant to the Company. The Company believes that he is qualified
to serve as a director with the expectation that he will offer such extensive knowledge and experience to the management of
the Company.

Candidate No. 8

Reappointment

Hiroyuki Nishiyama(Date of birth: Aug. 14, 1964) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Sep. 1999
Joined MagClick, Inc. (now GMO AD Partners, Inc.)
Apr. 2000
CEO of MagClick, Inc. (now GMO AD Partners, Inc.)
Mar. 2001
Director of InterQ Inc. (now GMO Internet, Inc.)
Mar. 2003
Executive Director, in charge of Group Media of Global Media Online, Inc. (now GMO Internet, Inc.)
Mar. 2006
Chairman of the Board of MagClick, Inc. (now GMO AD Partners, Inc.)
Mar. 2007
Managing Director of GMO Internet, Inc.
May. 2008
Managing Director and Head of Group Business Division of GMO Internet, Inc.
Mar. 2010
Director of paperboy&co., Inc. (now GMO Pepabo, Inc.) (Present)
Mar. 2013
Managing Director, Deputy to Group CEO, Head of Group Ecommerce Solutions Division, Head of Group
Staff Development Division of GMO Internet, Inc.
Mar. 2015
Deputy CEO, Deputy to Group CEO, Head of Group Ecommerce Solutions Division, Head of Group Staff
Development Division of GMO Internet, Inc.
Dec. 2018
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2019
Deputy CEO, Deputy to Group CEO, Head of Group Staff Development Division, General Manager of Group
Alliance Promotion Office of GMO Internet, Inc. (Present)
Reasons for selection as a candidate for Director
Mr. Hiroyuki Nishiyama possesses a deep insight gained from management of the GMO Internet Group and corporate business
management and expertise in the services provided within the industry/Group. The Company believes that he is qualified toserve as a director with the expectation that he will offer his extensive knowledge and experience to the management of theCompany.

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Candidate No. 9

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.

Candidate No. 10

Reappointment, External, Independent

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

8,000 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.
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
External Director of GMO Payment Gateway, Inc. (Present)
Dec. 2008
Outside Director of MTI Ltd. (Present)
Jun. 2016
Director and Chairman of Aozora Trust Bank, Ltd. (now GMO Aozora Net Bank, Ltd.)
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 will offer
his extensive knowledge and experience to the management of the Company.

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Candidate No. 11

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)
Oct. 2018
Auditing Committee Director of bitFlyer Holdings, Inc. (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 and experience
as a lawyer.

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. Candidate Mr. Takehito Kaneko is Director of GMO Internet, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet, Inc.
5. Candidate Mr. Hiroyuki Nishiyama is Deputy CEO of GMO Internet, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet, Inc.
6. Candidate Mr. Hirofumi Yamashita is Managing Director of GMO Internet, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet, Inc.
7. There are no special interests between the other candidates and the Company.
8. 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.
9. Mr. Masaya Onagi currently serves as an external director of the Company and his term of office will have been
twelve (12) years at the conclusion of this Meeting of Shareholders.
10. Mr. Akio Sato currently serves as an external director of the Company and his term of office will have been
eleven (11) years at the conclusion of this Meeting of Shareholders.
11. The Company has entered into limited liability agreements with Mr. Masaya Onagi and Mr. Akio Sato, who serveas external directors of the Company pursuant to the provisions of Article 427, paragraph 1 of the Companies Act.
If their reelection is approved, the Company will continue the said agreements. The outline of the agreement is as
described on page 35 of the attachment to this convocation notice.

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