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 1, 2023
Start date of electronic provision measures: November 25, 2023
To Our Shareholders
Issei Ainoura
President & Chief Executive Officer
GMO Payment Gateway, Inc.
1-2-3 Dogenzaka, Shibuya-ku, Tokyo

Notice of the 30th Annual Meeting of Shareholders
GMO Payment Gateway, Inc. (the “Company”) has taken measures for electronic provision for the 30th
Annual Meeting of Shareholders (the “Meeting”) and posted the materials for the Meeting on the website
below.
The Company’s website: https://www.gmo-pg.com/corp/ir/shareholder/
In addition to the above, the materials for the Meeting are also posted on the following websites.
Net de Shoshu: https://s.srdb.jp/3769/
Tokyo Stock Exchange’s website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*Please enter and search for “GMO Payment Gateway” in “Issue name” or our stock code “3769” in “Code,”
select “Basic information” and “Documents for public inspection/PR information,” and check theinformation listed there.
Date and time:

10:00 a.m., Sunday, December 17, 2023 (log-in starts at 9:30 a.m.)

Alternative
date and time:

10:00 a.m., Monday, December 18, 2023 (log-in starts at 9:30 a.m.)

Method:Virtual-Only Shareholders’ Meeting
This Meeting will be held as a meeting of shareholders with no fixed venue.
The method of communication used to send and receive information on theproceedings of this Meeting shall be via the Internet. Please refer to “How to log in to
the Virtual-Only Shareholders’ Meeting” (available in Japanese only) for instructions
on how to attend the meeting via the Internet.

Agenda:Matters to be reported:
1. Report on the business report and the consolidated financial statements for the 30th fiscal year (fromOctober 1, 2022 to September 30, 2023), and the results of the audit of the consolidated financial
statements by the accounting auditors and the Audit and Supervisory Committee.

- 1 -2. Report on the non-consolidated financial statements for the 30th fiscal year (from October 1, 2022 toSeptember 30, 2023).
Matters to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of eleven (11) directors (excluding directors who are Audit and Supervisory
Committee Members)
Proposal 3: Election of four (4) directors who are Audit and Supervisory Committee Members- 2 -Reference Materials for the Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of surplus

Appropriation of surplus is proposed as follows.
Matters concerning the end-of-term dividend
The Company places management priority on sustainably securing the necessary retained earnings for the
purpose of future business expansion and for strengthening the organization, as well as to sustain a stablelevel of shareholder returns.
In consideration of the business performance during the fiscal year under review, future business development,
and other factors, the Company proposes to pay the end-of- term dividend for the 30th fiscal year as follows:
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥89 per share of common stock of the Company
Total amount: ¥6,813,143,931
2. Effective date of dividends from surplus
December 19, 2023

- 3 -

Proposal 2:

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

The terms of office of all the eleven (11) directors (excluding directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Meeting of Shareholders. Accordingly, theCompany proposes to elect eleven (11) directors (excluding directors who are Audit and Supervisory
Committee Members).
The Audit and Supervisory Committee votes in favor of the proposal because the reasons for selecting eachof the candidates for the position of director (excluding directors who are Audit and Supervisory Committee
Members) are appropriate.
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 2023)

1

Reappointment

2

Reappointment

3

Reappointment

4

Reappointment

5

Reappointment

Masashi Yasuda

Director-

17/17 meetings (100%)

6

Reappointment

Hirofumi
Yamashita

Director-

17/17 meetings (100%)

7

Reappointment

Teruhiro Arai

Director-

16/17 meetings (94%)

8Reappointment

Noriko Inagaki

Director-

17/17 meetings (100%)

9Reappointment

Yuki Kawasaki

Director-

17/17 meetings (100%)

10

Reappointment

TakashiShimahara

Director-

16/17 meetings (94%)

11

New
appointment
External
Independent

Fumio Kai

Director(Audit andSupervisory
Committee
Member)-17/17 meetings (100%)

16/17 meetings (94%)

17/17 meetings (100%)
17/17 meetings (100%)

17/17 meetings (100%)

Note: In addition to the above number of meetings of the Board of Directors, there was one written resolution that is deemed
to have been approved by the Board of Directors pursuant to Article 370 of the Companies Act and Article 22 of theCompany’s Articles of Incorporation.

- 4 -Candidate No. 1 Reappointment

Issei Ainoura

Date of birth: Jul. 19, 1962
(61 years old)

Number of the Company’s shares held:

800,000 shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
President and Chief Executive Officer
16/17 meetings (94%)
Career summary
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. (now GMO Internet Group, 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. (now GMO
Internet Group, Inc.)
Mar. 2016
Deputy CEO and Head of Group Payment Processing Division of GMO Internet, Inc. (now GMO Internet
Group, Inc.)
Mar. 2022
Director and Executive Vice President, Head of Group Payment Processing Division of GMO Internet, Inc.
(now GMO Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
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.
Significant concurrent positions
Director and Executive Vice President, Head of Group Payment Processing Division of GMO Internet Group, Inc.

- 5 -Candidate No. 2 Reappointment

Masatoshi Kumagai

Date of birth: Jul. 17, 1963
(60 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Chairman and Director
17/17 meetings (100%)Career summary
May 1991
Sep. 1999
Apr. 2000
Aug. 2001
Apr. 2002
Mar. 2003
Mar. 2003
Mar. 2004
Mar. 2004
Dec. 2004
Mar. 2007
May 2008
Apr. 2009
Dec. 2011
Dec. 2012
Mar. 2015
Mar. 2016
Mar. 2022
Sep. 2022

CEO of VoiceMedia, Inc. (now GMO Internet Group, Inc.)
CEO of MagClick, Inc. (now GMO AD Partners, Inc.)
Director of MagClick, Inc. (now GMO AD Partners, Inc.)
Representative Director and Chairman of iSLE, Inc. (now GMO GlobalSign Holdings K.K.)
Chairman of the Board of GMO Research Institute (now GMO Research, Inc.) (Present)
CEO and Chairman of the Board of Global Media Online, Inc. (now GMO Internet Group, Inc.)
Chairman of iSLE, Inc. (now GMO GlobalSign Holdings K.K.) (Present)
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)
Chairman of the Board of Card Commerce Service, Inc. (now GMO Payment Gateway, Inc.)
Chairman of the Board of MagClick, Inc. (now GMO AD Partners, Inc.)
Group CEO and Representative Director of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Chairman of the Board of Inovex, Inc. (now GMO TECH, Inc.) (Present)
President and Chairman of the Board of GMO Payment Gateway, Inc.
Chairman and Director of GMO Payment Gateway, Inc. (Present)
Director of GMO AD Partners, Inc.
Chairman of the Board of GMO AD Partners, Inc. (Present)
Founder, Group CEO, Group Chairman and CEO of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Founder, Group CEO, Chairman and CEO of GMO Internet Group, Inc. (Present)

Reasons for selection as a candidate for Director and roles expected to be fulfilled
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.
Significant concurrent positions
Founder, Group CEO, Chairman and CEO of GMO Internet Group, Inc.

- 6 -Candidate No. 3

Reappointment

Ryu Muramatsu

Date of birth: Apr. 8, 1970
(53 years old)

Number of the Company’s shares held:

241,800 shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director, Executive Vice President, General Manager of Corporate Value Creation Strategy Division
17/17 meetings(100%)
Career summary
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 and roles expected to be fulfilled
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.
Significant concurrent positions
－

- 7 -

Candidate No. 4

Reappointment

Satoru Isozaki

Date of birth: Oct. 31, 1960
(63 years old)

Number of the Company’s shares held:

700 shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director, Executive Vice President, General Manager of Corporate Support Division
17/17 meetings (100%)Career summary
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 and roles expected to be fulfilled
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.
Significant concurrent positions
－

- 8 -

Candidate No. 5 Reappointment

Masashi Yasuda

Date of birth: Jun. 10, 1971
(52 years old)

Number of the Company’s shares held:－shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 17/17 meetings (100%)Career summary
Apr. 2000
Registered as a Certified Public Accountant
Apr. 2000
Joined interQ Inc. (now GMO Internet Group, Inc.)
Sep. 2001
Head of Corporate Strategy Office of Global Media Online, Inc. (now GMO Internet Group, Inc.)
Mar. 2002
Director, Head of Corporate Strategy of Global Media Online, Inc. (now GMO Internet Group, Inc.)
Mar. 2003
Executive Director, in charge of Group Corporate Strategy and Investor Relations of Global Media Online,
Inc. (now GMO Internet Group, 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 Group, Inc.)
May 2008
Managing Director, Head of Group Management Division of GMO Internet, Inc. (now GMO Internet Group,
Inc.)
Mar. 2013
Managing Director, Deputy to Group CEO, Head of Group Management Division of GMO Internet, Inc. (now
GMO Internet Group, Inc.)
Mar. 2015
Deputy CEO, Deputy to Group CEO, Head of Group Management Division of GMO Internet, Inc. (now GMO
Internet Group, Inc.)
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.
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)
Mar. 2022
Director and Executive Vice President, Group CFO, Deputy to Group CEO, Head of Group Management
Division of GMO Internet, Inc. (now GMO Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
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.
Significant concurrent positions
Director and Executive Vice President, Group CFO, Deputy to Group CEO, Head of Group Management Division of GMO
Internet Group, Inc.

- 9 -Candidate No. 6 Reappointment

Hirofumi Yamashita

Date of birth: Jul. 1, 1962
(61 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 17/17 meetings (100%)Career summary
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. (now GMO Internet Group, Inc.)
Acting Head of Group Systems Support Office of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Apr. 2008
Head of Group Systems Support Office of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Jan. 2009
General Manager of Systems Division of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Mar. 2009
Director and General Manager of Systems Division of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Dec. 2010
External Director of GMO Payment Gateway, Inc.
Mar. 2011
Executive Director and General Manager of Systems Division of GMO Internet, Inc. (now GMO Internet
Group, 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. (now GMO Internet Group, Inc.)
Mar. 2015
Managing Director, Head of Group Systems Division, General Manager of Systems Division of GMO
Internet, Inc. (now GMO Internet Group, Inc.)
Dec. 2018
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2022
Executive Vice President, Head of Group Systems Division, General Manager of Systems Division of GMO
Internet, Inc. (now GMO Internet Group, Inc.)
Apr. 2022
Executive Vice President, Head of Group Systems Division, General Manager of Systems Management
Division of GMO Internet, Inc. (now GMO Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
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.
Significant concurrent positions
Executive Vice President, Head of Group Systems Division, General Manager of Systems Management Division of GMO
Internet Group, Inc.

- 10 -

Candidate No. 7 Reappointment

Teruhiro Arai

Date of birth: Feb. 27, 1973
(50 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 16/17 meetings (94%)
Career summary
Dec. 1999
Joined interQ Inc. (now GMO Internet Group, Inc.)
Apr. 2001
Manager of Corporate Strategy Office of Global Media Online Inc. (now GMO Internet Group, Inc.)
Jul. 2001
Resigned from Global Media Online Inc. (now GMO Internet Group, Inc.)
Jul. 2001
Established Arai Accounting Office
Dec. 2003
Returned to Global Media Online Inc. (now GMO Internet Group, Inc.)
Apr. 2004
Head of Group Investment Strategy Office of Global Media Online Inc. (now GMO Internet Group, Inc.)
Mar. 2005
Director and Head of Group Investment Strategy Office of Global Media Online Inc. (now GMO Internet
Group, Inc.)
Dec. 2010
Registered as a Certified Public Accountant
Mar. 2020
Executive Director and Head of Group Investment Strategy Office of GMO Internet, Inc. (now GMO Internet
Group, Inc.)
Apr. 2021
Executive Director in charge of Group Investment Strategy of GMO Internet, Inc. (now GMO Internet Group,Inc.)
Dec. 2021
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2022
Group Managing Executive Officer, Head of Group Investment Strategy and Alliance Building of GMO
Internet, Inc. (now GMO Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
Mr. Teruhiro Arai has worked to enhance the investment strategy division (alliance building) of the entire Group as GroupManaging Executive Officer and Head of Group Investment Strategy and Alliance Building of GMO Internet Group, Inc. The
Company believes that he is qualified to serve as a director as he possesses rich knowledge and experience in the field of financeand accounting as a certified public accountant, in addition to his expertise in the field of investment strategy.
Significant concurrent positions
Group Managing Executive Officer, Head of Group Investment Strategy and Alliance Building of GMO Internet Group, Inc.

Candidate No. 8 Reappointment

Noriko Inagaki

Date of birth: Jul. 9, 1970
(53 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 17/17 meetings (100%)Career summary
Jun. 2003
Joined Global Media Online, Inc. (now GMO Internet Group, Inc.)
Jun. 2003
Registered as a Certified Public Tax Accountant
Jan. 2013
Manager of Group Finance Department of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Mar. 2016
General Manager of Group Finance Department of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Mar. 2020
Director and General Manager of Group Finance Department of GMO Internet, Inc. (now GMO Internet
Group, Inc.)
Dec. 2021
Director of GMO Payment Gateway, Inc. (Present)
Mar. 2022
Group Executive Officer, General Manager of Group Finance Department of GMO Internet, Inc. (now GMO
Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
Ms. Noriko Inagaki has worked to enhance the finance division of the entire Group as Group Executive Officer and General
Manager of Group Finance Department of GMO Internet Group, Inc. The Company believes that she is qualified to serve as adirector with the expectation that she will offer beneficial opinions and proposals from a perspective of diversity, in addition toher expertise in the field of finance and accounting.
Significant concurrent positions
Group Executive Officer, General Manager of Group Finance Department of GMO Internet Group, Inc.

- 11 -

Candidate No. 9 Reappointment

Yuki Kawasaki

Date of birth: Aug. 24, 1981
(42 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 17/17 meetings (100%)Career summary
Dec. 2011
Registration as a lawyer (Daini Tokyo Bar Association)
Dec. 2012
Joined GMO Internet, Inc. (now GMO Internet Group, Inc.)
Oct. 2016
Manager of Group Legal Affairs Department of GMO Internet, Inc. (now GMO Internet Group, Inc.)
Apr. 2018
General Manager of Group Legal Affairs Department of GMO Internet, Inc. (now GMO Internet Group, 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. (now GMO Internet
Group, Inc.)
Mar. 2022
Group Executive Officer, General Manager of Group Legal Department of GMO Internet, Inc. (now GMO
Internet Group, Inc.) (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
Ms. Yuki Kawasaki has worked to enhance corporate governance of the entire Group as Group Executive Officer and General
Manager of Group Legal Department of GMO Internet Group, Inc. The Company believes that she is qualified to serve as adirector with the expectation that she will offer beneficial opinions and proposals from a perspective of diversity, in addition toher expertise in the field of legal affairs.
Significant concurrent positions
Group Executive Officer, General Manager of Group Legal Department of GMO Internet Group, Inc.

- 12 -

Candidate No. 10

Reappointment

Takashi Shimahara

Date of birth: Dec. 1, 1961
(62 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors:
Director 16/17 meetings (94%)
Career summary
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. (now GMO
Internet Group, 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. (now
GMO Internet Group, Inc.)
Apr. 2021
General Manager of Group Risk Management Division and Head of Group Financial Business and GroupInternal Audit Office of GMO Internet, Inc. (now GMO Internet Group, Inc.) (Present)
Dec. 2021
Director of GMO Payment Gateway, Inc. (Present)
Reasons for selection as a candidate for Director and roles expected to be fulfilled
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 and Head of Group
Financial Business and Group Internal Audit Office of GMO Internet Group, Inc., in addition to his expertise in the field offinance, including global operations, based on his experience of having filled various key posts such as General Manager ofTransaction Business Division and General Manager of Global Business Promotion Dept. of Sumitomo Mitsui Banking
Corporation.
Significant concurrent positions
General Manager of Group Risk Management Division and Head of Group Financial Business and Group Internal Audit Officeof GMO Internet Group, Inc.

- 13 -

Candidate No. 11 New appointment, External, Independent
Date of birth: June 23, 1959
Fumio Kai
(64 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors andMeetings of the Audit and Supervisory Committee:
Director (Audit and Supervisory Committee Member)
17/17 meetings (100%) and 19/19 meetings (100%)Career summary
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)
Jul. 2021
Advisor of Sompo Japan Insurance Inc. (Present)
Dec. 2021
External Director (Audit and Supervisory Committee Member) of GMO Payment Gateway, Inc. (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 with the expectation that he will offer advice and views to the managementof the Company based on his extensive knowledge and experience in the field of risk management and ESG/sustainability as afull-time auditor of Chuo Labour Bank, and an Outside Director of the Board (Member of the Auditing Committee andChairman of the Sustainability Committee, etc.) of FIDEA Holdings Co. Ltd.
Significant concurrent positions
Outside Director of the Board of FIDEA Holdings Co. Ltd.
Advisor of Sompo Japan Insurance Inc.
Notes:

1. Candidate Mr. Issei Ainoura is Director of GMO Internet Group, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet Group, Inc.
2. Candidate Mr. Masatoshi Kumagai is Representative Director of GMO Internet Group, Inc. (parent company of
the Company). The Company has a commercial relationship with GMO Internet Group, Inc.
3. Candidate Mr. Masashi Yasuda is Director of GMO Internet Group, Inc. (parent company of the Company). The
Company has a commercial relationship with GMO Internet Group, Inc.
4. Candidate Mr. Hirofumi Yamashita is Executive Vice President of GMO Internet Group, Inc. (parent company of
the Company). The Company has a commercial relationship with GMO Internet Group, Inc.
5. Candidate Mr. Teruhiro Arai is Group Managing Executive Officer of GMO Internet Group, Inc. (parent companyof the Company). The Company has a commercial relationship with GMO Internet Group, Inc.
6. Candidate Ms. Noriko Inagaki is Group Executive Officer of GMO Internet Group, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet Group, Inc.
7. Candidate Ms. Yuki Kawasaki is Group Executive Officer of GMO Internet Group, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet Group, Inc.
8. Candidate Mr. Takashi Shimahara is General Manager of Group Risk Management Division and Head of Group
Financial Business and Group Internal Audit Office of GMO Internet Group, Inc. (parent company of theCompany). The Company has a commercial relationship with GMO Internet Group, Inc.
9. There are no special interests between the other candidates and the Company.
10. Candidate Mr. Fumio Kai is a candidate for the position of external director. The Company has appointed him as
an independent director as stipulated in the regulations set forth by the Tokyo Stock Exchange and notified the
Exchange accordingly.
11. Candidate Mr. Fumio Kai currently serves as an external director who is an Audit and Supervisory Committee
Member of the Company and his term of office will have been two (2) years at the conclusion of this Meeting of
Shareholders.

- 14 -

12. The Company has entered into a limited liability agreement with the candidate Mr. Fumio Kai, who serves as anexternal director of the Company pursuant to the provisions of Article 427, paragraph 1 of the Companies Act. If
his election is approved, the Company will continue the said agreement. The outline of the agreement is as
described in “4. Matters Regarding Officers (2) Outline of the contents of limited liability agreements” in theBusiness Report.
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 3:

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

The terms of office of all the four (4) directors who are Audit and Supervisory Committee Members will
expire at the conclusion of this Meeting of Shareholders. Accordingly, the Company proposes to elect four(4) directors who are Audit and Supervisory Committee Members. The Audit and Supervisory Committee
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 Reappointment, External, Independent
Date of birth: Aug. 28, 1949
Kazutaka Yoshida(74 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors andMeetings of the Audit and Supervisory Committee:
Director (Audit and Supervisory Committee Member)
17/17 meetings (100%) and 19/19 meetings (100%)Career summary
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.
Dec. 2021
External Director (Audit and Supervisory Committee Member) 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.
Significant concurrent positions–- 16 -

Candidate No. 2 Reappointment, External, Independent
Date of birth: Oct. 28, 1946
Kazuhiko Okamoto (77 years old)

Number of the Company’s shares held:

6,000 shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors andMeetings of the Audit and Supervisory Committee:
Director (Audit and Supervisory Committee Member)
16/17 meetings (94%) and 18/19 meetings (94%)
Career summary
Apr. 1970
Oct. 1989
Jan. 1993
Apr. 2001
Aug. 2006
Dec. 2008
Oct. 2010
Sep. 2015
Jun. 2017
Dec. 2021

Joined Matsushita Electric Industrial Co., Ltd. (now Panasonic Corporation)
President of Bang & Olufsen Japan K.K
Vice President, in charge of Japanese Market of GES Division of American Express Japan Co., Ltd.
Vice President, in charge of Japanese & Korean Markets of GNES Division of American Express Japan Co.,Ltd.
Deputy Representative Director of Visa Worldwide (Japan) Ltd.
Representative Director of Visa Worldwide (Japan) Ltd.
Representative Director of CyberSource KK (Japan)
Chairman of Visa Worldwide (Japan) Ltd.
External Auditor of GMO Payment Gateway, Inc.
External Director (Audit and Supervisory Committee Member) 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.
Significant concurrent positions–

Candidate No. 3 Reappointment, External, Independent
Date of birth: Feb. 18, 1975
Yumi Hokazono(48 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors andMeetings of the Audit and Supervisory Committee:
Director (Audit and Supervisory Committee Member)
17/17 meetings (100%) and 19/19 meetings (100%)Career summary
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.
Dec. 2021
External Director (Audit and Supervisory Committee Member) 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.
Significant concurrent positions
Representative of Yumi Hokazono Certified Public Accountant Office
Matters regarding independence
Although Ms. Yumi Hokazono was employed by Showa Ota & Co. (now Ernst & Young ShinNihon LLC), the Company’s
current accounting auditor, until June 2013, she was not involved in the Company’s accounting audit while employed by Showa
Ota & Co. and more than 10 years have passed since her retirement from the corporation. Therefore, the Company believes that
there are no concerns regarding her independence. The Company has also notified the Tokyo Stock Exchange of her appointment
as an independent officer who is not likely to cause a conflict of interest with general shareholders, as stipulated by the Exchange.

- 17 -

Candidate No. 4

New appointment, External, Independent
Date of birth: Nov. 15, 1969
Osamu Ohkawa(54 years old)

Number of the Company’s shares held:– shares

Current position and areas of responsibility in the Company and attendance at Meetings of the Board of Directors andMeetings of the Audit and Supervisory Committee: –Career summary
Apr. 1996
Registration as a lawyer (Osaka Bar Association)
Joined Dojima Law OfficeJan. 2001
Partner and attorney of Dojima Law OfficeJun. 2003
Outside Audit & Supervisory Board Member of Tigers Polymer Corporation
Oct. 2005
Part-time Lecturer and Adjunct Professor of Osaka University Law School (Present)
Jun. 2007
Outside Audit and Supervisory Board Member of Sun Capital Management Corp.
Oct. 2009
Partner and attorney of Dojima Law Office L.P.C. (Present)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
The Company believes that Mr. Osamu Ohkawa is qualified to serve as an external director who is an Audit and Supervisory
Committee Member with the expectation that he will contribute to the enhancement of the corporate governance structure of
the Company and perform audits on the execution of directors’ duties as a legal specialist based on his extensive knowledge
and experience as an attorney.
Significant concurrent positions
Partner and attorney of Dojima Law Office L.P.C.
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. Osamu Ohkawa are candidates forthe positions of external directors. 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. The three candidates, Mr. Kazutaka Yoshida, Mr. Kazuhiko Okamoto and Ms. Yumi Hokazono, are currently
external directors who are Audit and Supervisory Committee Members of the Company, and their terms of officewill be two (2) years at the conclusion of this Meeting of Shareholders.
4. The Company has entered into limited liability agreements with the three candidates, Mr. Kazutaka Yoshida, Mr.
Kazuhiko Okamoto and Ms. Yumi Hokazono, who are currently external directors, pursuant to the provisions ofArticle 427, paragraph 1 of the Companies Act. If the election of the three candidates is approved, the Company
will continue the limited liability agreements with them. If the election of Mr. Osamu Ohkawa is approved, theCompany will enter into such a limited liability agreement with him. The outline of the agreements is as describedin “4. Matters Regarding Officers (2) Outline of the contents of limited liability agreements” in the Business
Report.
5. 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.

- 18 -

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. Candidates 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

Position
Age
Term ofoffice
GMOismpractices(*)
Corporate
management

Issei
Masatoshi
Ryu
AinouraKumagai Muramatsu
President &Director,
Chief
Chairman & Executive
Executive
Director
Vice
OfficerPresident
61
60
53

SatoruIsozakiDirector,
Executive
Vice
President
63

Masashi
YasudaHirofumi
Yamashita

Teruhiro
Arai

Director

Director

Director

52

61

50

23 years

19 years

19 years

12 years

7 years

5 years

2 years

●

●

●

●

●

●

●

●

●

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

●

●

●

●
●

●

●

●
●

●

●

●

●

* GMOism is the collective name for GMO Internet Group’s unchanging goals, including “Venture Spirit Declaration.”- 19 -

External
Independent

Name

Position

Age
Term ofoffice
GMOismpractices(*)
Corporate
management

External
Independent

External
Independent

Yuki
TakashiKawasaki Shimahara

Fumio
Kai

Director

Director

Director

Director

53

42

62

64

2 years

3 years

2 years

2 years

2 years

2 years

2 years

–

●

●

●

●

●

●

●

●

Kazutaka Kazuhiko
Yumi
Osamu
Yoshida Okamoto Hokazono Ohkawa
Director
Director
Director
Director
Audit and Audit and Audit and Audit andSupervisory Supervisory Supervisory Supervisory
Committee Committee Committee Committee
MemberMemberMemberMember
74
77
48
54

●
●

Risk
management●

Legal affairs

●

●

●

●

●

●

●
●

Finance●

Global●Investment
(M&A)
ESG /
sustainability

External
Independent

NorikoInagaki

IT / security

Financialaccounting
Payment
processing
business

External
Independent●●●- 20 -