March 28, 2024

Company Name

GMO Payment Gateway, Inc.

Representative

Issei Ainoura
President & Chief Executive Officer(Code:3769 TSE Prime Market)

ContactRyu Muramatsu
Executive Vice President(TEL +81-3-3464-0182)

Notice Regarding Succession of Rights and Obligations Due to Company Split(Simplified Absorption-type Company Split)
GMO Payment Gateway, Inc. (GMO-PG) announces that it has decided at the Board of Directors
meeting held today to take over the rights and obligations related to the acquiring business (thebusiness) operated by GMO Aozora Net Bank, Ltd. (GMO Aozora Net Bank) (hereinafter referred
to as “the company split”). The succession will take place through a company split, with July 1,
2024 as the effective date (planned).
Note that some items and details have been omitted from this disclosure since the company split
entails an increase or decrease in total assets of GMO-PG to be less than 10% of net assets of thelast day of the preceding fiscal year, and where the increase or decrease in the revenues ofGMO-PG to be less than 3% of the preceding fiscal year.
The company split is subject to acquisition of the necessary permits and approvals from therelevant authorities, as well as necessary conclusion of contracts for operation of the business.

1.

Purpose of the company split
GMO-PG is positioned within the E-Commerce (EC) market and engages in the Payment
Processing Business for credit cards and other payments, Money Service Business and thePayment Enhancement Business. In addition to the online comprehensive payment service,
GMO-PG also leverages the track record and know-how of the payment services to EC operators
to provide various packaged payment solutions to financial institutions and financial service
providers that intend to undertake issuing and acquiring businesses. GMO-PG has decided tosucceed the business of GMO Aozora Net Bank, an equity method affiliate of GMO InternetGroup, Inc. and the hitherto collaborative partner in the payment processing business with
GMO-PG, through the company split given the purpose of optimizing the businesses within theGMO Internet Group.

2.

Summary of the company split(1) Schedule of the company split
Board of Directors resolution date

March 28, 2024

Contract date

March 28, 2024

Effective dateJuly 1, 2024 (planned)*Note: This company split is regarded as a simplified company split, both under Article796, Paragraph 2 of the Companies Act at GMO-PG, and under Article 784, Paragraph 2of the Companies Act at GMO Aozora Net Bank. Accordingly, no approval by the General
Meeting of Shareholders is required at either company.
(2) Method of company split
This is an absorption-type company split with GMO Aozora Net Bank as the split
company and GMO-PG as the successor company.
(3) Content of allocation related to the company split
No stock or cash, etc. will be allocated.

(4) Handling of stock acquisition rights and bonds with stock acquisition rights associatedwith the company split
Not applicable.

(5) Increase or decrease in capital due to company split
There will be no increase or decrease in our capital as a result of the company split.

(6) Rights and obligations to take over by the successor company
GMO-PG will succeed the rights and obligations of the business, as specified in thecompany split agreement.

(7) Expected fulfillment of obligations
We have determined that there are no issues with GMO-PG’s ability to fulfill
obligations as a result of the company split.
3.

Basis of the content of allocation, etc. related to the company split
Regarding the content of allocation for the company split, an agreement has been reached as aresult of sincere discussions between the two companies based on a comprehensive considerationof the details of the rights and obligations to be succeeded, financial performance of the businessand future outlook, and other factors. In addition, GMO-PG does not expect a significant increaseor decrease in profits in the earnings forecast on which the calculation was based.

4.

Overview of the companies involved in the company split

(1)

Name

(2)

Location

Successor company

Split company(as of September 30, 2023）(as of September 30, 2023)

GMO Payment Gateway, Inc.

GMO Aozora Net Bank, Ltd.

SHIBUYA FUKURAS

SHIBUYA FUKURAS

1-2-3 Dogenzaka, Shibuya-ku, Tokyo

1-2-3 Dogenzaka, Shibuya-ku, Tokyo
Chairman, Representative Director

Title and names ofPresident & Chief Executive Officer

Takehito Kaneko

representative

Issei Ainoura

President, Representative Director(3)
Takeshi Yamane
Comprehensive payment-related(4)

Business details

Internet Banking service
services and financial services(5)

Capital13,323 Mil Yen(6)

Date of establishment March 8, 1995

21,629 Mil Yen
February 28, 1994

Number of issued(7)76,557,545 shares

849,728 shares

September 30

March 31shares(8)

Fiscal year-end
Major shareholders(9)and shareholding

GMO Internet Group, Inc.

40.72％ Aozora Bank, Ltd.

50.00％

9.45％ GMO Internet Group, Inc.

25.00％ratio
The Master Trust Bank ofJapan, Ltd. (Trust account)
Custody Bank of Japan, Ltd.

GMO Financial Holdings,
8.23％(Trust account)
Sumitomo Mitsui Banking
3.26％Corporation
STATE STREET BANKWEST CLIENT - TREATY

1.26％

505234SSBTC CLIENT
1.25％
OMNIBUS ACCOUNTSTATE STREET BANKAND TRUST COMPANY
50500125.00％Inc.

1.14％

GOVERNMENT OF
1.06％
NORWAY
Issei Ainoura

1.04％

THE BANK OF NEW
1.00％
YORK 134088(10) Financial conditions and operating results for the most recent fiscal year
Successor company

Split company
Fiscal Year Ended

Fiscal Year Ended
March 31, 2023
Fiscal Year

September 30, 2023

Fiscal Year
(Non-consolidated)(Consolidated) (IFRS)(Japanese GAAP)
Revenue

63,119 Mil Yen Ordinary income

Operating profit(△=loss)

20,312 Mil Yen Ordinary profit (△=loss)△4,098 Mil Yen

13,475 Mil Yen Net income (△=loss)△4,103 Mil Yen

Total equity

94,804 Mil Yen Total net assets

15,476 Mil Yen

Total assets

292,346 Mil Yen Total assets

444,080 Mil Yen

Profit attributable to owners

4,724 Mil Yenof parent (△=loss)

Basic earnings per share (△Net income per share
177.68 Yen=loss)△6,122.49 Yen(△=loss)

Total equity attributable to1,216.66 Yen Net assets per share

18,213.56 Yenowners of parent per share5.

Overview of the business division to be succeeded(1) Business content of the division to be succeeded
Acquiring business(2) Business results of the division to be succeeded
Revenue: 73 million yen(3) Items and amount of assets and liabilities to be succeeded
There are no assets or debts to be succeeded.

6.

Status after the company split
As a result of this company split, there will be no change in the name, location, title and name of
the representative, business content, capital, or fiscal year-end of GMO-PG or GMO Aozora NetBank.

7.

Future outlook
The impact of the company split on GMO-PG’s business results will be minimal(Reference) Consolidated financial forecast for the current fiscal year (announced on November 13,2023) and consolidated results for the previous fiscal year
ProfitBasic
Operating

Profit before

profitincome taxes

Revenue

attributable toProfit

earnings perowners ofshareparent

Consolidated
financial forecast

Mil Yen

Mil Yen

Mil Yen

Mil Yen

Mil YenYen

for current year

73,28625,00023,904

15,961

15,523204.68

63,11920,312

20,636

13,822

13,475

177.68(FY2024)
Consolidated
financial results forprevious year
(FY2023)