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 4, 2015
To Our Shareholders
Issei Ainoura
President & Representative Director
GMO Payment Gateway, Inc.
1-14-6 Dogenzaka, Shibuya-ku, Tokyo

Notice of the 22nd Annual Meeting of Shareholders
You are cordially invited to attend the 22nd 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 byelectromagnetic means (the Internet, etc.). Please review the appended “Reference Materials for the
Meeting of Shareholders” and exercise your voting rights no later than 6:00 p.m. on Friday, December 18,
2015.
1. Date and time:

10:00 a.m., Sunday, December 20, 2015

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 22nd fiscal year (fromOctober 1, 2014 to September 30, 2015), 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 22nd fiscal year (from October 1, 2014
to September 30, 2015).
Matters to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Partial amendments to the Articles of Incorporation
Proposal 3: Election of twelve (12) 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/) under the provisions of laws andregulations and Article 15 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 andthe accounting auditors in preparing the audit reports.
(1) Notes to the consolidated financial statements(2) Notes to the non-consolidated financial statements
 Any changes in the reference materials for the meeting of shareholders, business report, or non-consolidated orconsolidated financial statements will be reported on the Company’s website (https://corp.gmo-pg.com/ir/). The changes
in these documents will be available in Japanese only.
 You are cordially invited to attend the explanatory meeting in regard to business policies and the like, scheduled to be
conducted by the Company’s management after the conclusion of this Meeting of Shareholders.

-2-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 businessdevelopment and other factors, the end-of-term dividend for the 22nd fiscal year is proposed as follows:
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥18 per share of common stock of the Company
Total amount: ¥668,491,200
2. Effective date of dividends from surplus
December 21, 2015
Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the amendments(1) With the enforcement of the “Act for Partial Amendment of the Companies Act” (Act No. 90 of
2014) on May 1, 2015, the scope of the company officers that may enter into the limited liability
agreement has been changed. Accordingly, the Company plans to partially amend Article 28 and
Article 36 of the current Articles of Incorporation.
The consent of each of the auditors has been obtained for the amendments to Article 28 of thecurrent Articles of Incorporation.
(2) For the purpose of drawing up and implementing the capital and dividend policies with speed andflexibility, the decision-making organ for dividends of surplus and other matters shall be the Boardof Directors. Accordingly, the Company plans to establish Article 37 as stated in the proposed
amendments and delete Article 9 of the current Articles of Incorporation as its content overlaps withpart of Article 37.
(3) For the purpose of realizing with utmost timeliness dividends constituting the shareholders’ return ofprofits from business performance, and allowing for the performance of quarterly dividends in the
future, the Company plans to amend Article 38 of the current Articles of Incorporation and delete
Article 39 of the same as its content overlaps with part of the amended Article 38.
(4) The Company plans to change the numbering of articles to reflect each of the aforementioned
changes.

-3-

2. Details of amendments
Details of amendments are as follows:(Underlined portions are amended.)
Current articles of incorporation

Proposed amendments(Purchase of treasury stock)
Article 9
The Company may, by a resolution of theBoard of Directors, acquire its own shares through market
transactions, etc. pursuant to the provisions of Article 165,
paragraph 2 of the Companies Act.

(Deleted)

Article 10 to Article 27(Omitted)

Article 9 to Article 26(Same as the present)(Exemption from liability of directors)(Exemption from liability of directors)
Article 28(Omitted)
Article 27(Same as the present)
2. Pursuant to the provisions of Article 427, paragraph 1
2. Pursuant to the provisions of Article 427, paragraph 1of the Companies Act, the Company may enter intoof the Companies Act, the Company may enter into
agreements with external directors to the effect thatagreements with directors (excluding directors with
their liability for damages arising from their failure to
executive authority over operations, etc.) to the effectthat their liability for damages arising from their failure
perform their duties shall be limited; provided,
to perform their duties shall be limited; provided,
however, that the limit of the liability under such
however, that the limit of the liability under suchagreements shall be the amount prescribed by laws andagreements shall be the amount prescribed by laws andregulations.
regulations.
Article 29 to Article 35(Omitted)

Article 28 to Article 34(Same as the present)(Exemption from liability of auditors)(Exemption from liability of auditors)
Article 36(Omitted)
Article 35(Same as the present)
2. Pursuant to the provisions of Article 427, paragraph 1
2. Pursuant to the provisions of Article 427, paragraph 1of the Companies Act, the Company may enter intoof the Companies Act, the Company may enter into
agreements with external auditors to the effect thatagreements with auditors to the effect that their liability
their liability for damages arising from their failure tofor damages arising from their failure to perform theirperform their duties shall be limited; provided,
duties shall be limited; provided, however, that the
however, that the limit of the liability under such
limit of the liability under such agreements shall be theagreements shall be the amount prescribed by laws andamount prescribed by laws and regulations.
regulations.
Article 37(Omitted)

Article 36(Same as the present)(Decision making organ for dividends of surplus, etc.)
Article 37
The payment of dividends of surplus andother matters provided for in the items of Article 459 (1)of the Companies Act shall be as provided for by aresolution of the Board of Directors, unless otherwise
provided for by laws and regulations.

(Newly established)(Record date for payment of dividend of surplus)(Record dates for payment of dividends of surplus)
Article 38
The record date for end-of-term dividend of Article 38
The record dates for dividends of surplus of
the Company shall be September 30 of each year.
the Company shall be December 31, March 31, June 30
and September 30 of each year.

(Newly established)

2. In addition to the preceding paragraph, the Company
may pay dividends of surplus by providing foradditional record dates.

(Mid-term dividend)
Article 39
The Company may pay mid-term dividendwith a record date of March 31 of each year, by aresolution of the Board of Directors.

(Deleted)

Article 40(Omitted)

Article 39-4-(Same as the present)Proposal 3:

Election of twelve (12) directors

The terms of office of all the twelve (12) directors will expire at the conclusion of this Meeting of
Shareholders. The Company proposes to elect twelve (12) directors (including two (2) external directors).
The candidates for positions of director are as follows:
Candidate No. 1

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.
Aug. 2001
Representative Director and Chairman of iSLE, Inc. (now GMO Cloud K.K.)
Apr. 2002
Chairman of the Board of GMO Research, Inc. (Present)
Mar. 2003
CEO and Chairman of the Board of Global Media Online, Inc. (now GMO Internet, Inc.)
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)
Dec. 2004
Chairman of the Board of the Company
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 GMO TECH, Inc. (Present)
Dec. 2011
President and Chairman of the Board of the Company
Dec. 2012
Chairman of the Board of the Company (Present)
Dec. 2014
External Director of Nexyz. Corporation (Present)
Mar. 2015
Director of GMO AD Partners, Inc. (Present)

Candidate No. 2

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

Number of the Company’s shares held:

1,000,100 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1986
Joined IBM Corporation Japan
Apr. 2000
President and Representative Director of the Company
Dec. 2003
Director of MTI Ltd.
Mar. 2006
Director of GMO Internet, Inc.
Dec. 2011CEO and Representative Director of the Company
Dec. 2012
President and Representative Director of the Company (Present)
Mar. 2014
Managing Director of GMO Internet, Inc. (Present)-5-

Candidate No. 3

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

Number of the Company’s shares held:

248,900 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 the Company
Dec. 2007
Senior Managing Director, General Manager of Corporate Planning Office of the Company
Oct. 2009
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategyof the Company
Oct. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy
and Corporate Strategy of the Company
Nov. 2010
Senior Managing Director, General Manager of Corporate Planning Office, in charge of Investment Strategy,
Corporate Strategy and Products and Services Strategy of the Company
Dec. 2010
Executive Vice President, General Manager of Corporate Planning Office, in charge of Investment Strategy,
Corporate Strategy and Products and Services Strategy of the Company
Oct. 2012
Executive Vice President, General Manager of Corporate Value Creation Strategy Division of the Company(Present)

Candidate No. 4

Satoru Isozaki(Date of birth: Oct. 31, 1960) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1984
Joined IBM Corporation Japan
Jan. 1998
General Manager of System Department of IBM Corporation Japan
Jan. 2006
Chairman, in charge of Finance Sector Delivery of IBM Corporation Japan
Jul. 2007
Executive Board Member, in charge of Application Innovation Service of IBM Corporation Japan
Apr. 2009
Executive Board Member, in charge of ITS Delivery of IBM Corporation Japan
Sep. 2011
Senior Executive Officer, in charge of System Division of the Company
Oct. 2011
Senior Executive Officer, General Manager of System Division of the Company
Dec. 2011
Managing Director, General Manager of System Division of the Company
Oct. 2012Managing Director, General Manager of System Division, General Manager of IT Strategy Planning Office of
the Company
Dec. 2012
Senior Managing Director, General Manager of System Division, General Manager of IT Strategy Planning of
the Company
Feb. 2013
Senior Managing Director, General Manager of System Division of the Company
Dec. 2014
Executive Vice President, General Manager of System Division of the Company (Present)-6-

Candidate No. 5

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

Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1984
Joined IBM Corporation Japan
Jan. 1993
Chief Manager of Sales Department, Financial Institutions Sales Division of IBM Corporation Japan
Jan. 2001
General Manager of Sales Department, Financial Institutions Sales Division of IBM Corporation Japan
Jul. 2009
Chairman, General Manager of Sales Department of IBM Corporation Japan
Jan. 2012
Chairman, Deputy General Manager of Business Department of IBM Corporation JapanMay 2012
Senior Executive Officer, in charge of Sales Division of the Company
Oct. 2012
Senior Executive Officer, General Manager of Innovation Partners Division of the Company
Dec. 2012Managing Director, General Manager of Innovation Partners Division of the Company
May 2015
Managing Director, General Manager of Innovation Partners Division, General Manager of TL Promotion
Office of the Company
Oct. 2015
Managing Director, General Manager of Innovation Partners Division of the Company (Present)

Candidate No. 6

Yasuhiko Kimura(Date of birth: Mar. 28, 1963) Number of the Company’s shares held:

53,700 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Mar. 1984
Joined Asahi Credit Co., Ltd. (now Cedyna Financial Corporation)
Dec. 2001
Joined the Company
Oct. 2002
General Manager of Audit Office of the Company
Oct. 2004
General Manager of Administration Department of the Company
Dec. 2005
Director, General Manager of Administration Department of the Company
Oct. 2010
Director, General Manager of Administration Division, General Manager of Administration Department of
the Company
Oct. 2012
Director, General Manager of Corporate Support Division, Executive Manager of Provision Management
Department of the Company
Oct. 2013
Director, General Manager of Corporate Support Division of the Company
Oct. 2015
Director, General Manager of Corporate Support Division, General Manager of Charge and Adjustment
Office of the Company (Present)-7-

Candidate No. 7

Tadashi Ohshima(Date of birth: Aug. 15, 1963) Number of the Company’s shares held:

33,100 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1988
Joined Nissan Cherry Tokyo Hanbai Co., Ltd. (now Nissan Prince Tokyo Motor Sales Co., Ltd.)
Feb. 2000
Joined the Company
Oct. 2003
General Manager of Sales Department of the Company
Nov. 2006
Executive Manager of Sales Department, General Manager of Business Development Department of theCompany
Dec. 2006
Director, Executive Manager of Sales Department, General Manager of Business Development Department of
the Company
Jan. 2007
Director, Executive Manager of Sales Department of the Company
Aug. 2007
Director, in charge of Sales Department of the Company
Dec. 2008
Director, General Manager of Sales Division of the Company
Oct. 2010
Director, General Manager of Customer Service Division of the Company
Oct. 2011
Director, General Manager of Franchise Division, General Manager of Franchise Operation Department of
the Company
Oct. 2012
Director, General Manager of Customer Delight Division, General Manager of Franchise Operation
Department of the Company
Oct. 2014
Director, General Manager of Customer Delight Division
Oct. 2015
Director of the Company (Present)
Nov. 2015
In charge of Marketing Department of SMBC GMO PAYMENT, Inc. (Present)

Candidate No. 8

Tomoyuki Murakami (Date of birth: Nov. 6, 1972)

Number of the Company’s shares held:

22,200 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1999
Joined Netens Corporation (now NCI Corporation)
Aug. 2000
Joined the Company
Nov. 2006
General Manager of First Sales Department of the Company
Oct. 2008
General Manager of Customer Support Department of the Company
Dec. 2008
General Manager of Customer Service Department of the Company
Oct. 2010
General Manager of Sales Division, General Manager of Tokyo Sales Department of the Company
Dec. 2010
Director, General Manager of Sales Division, General Manager of Tokyo Sales Department of the Company
Oct. 2012
Director, General Manager of Solution and First Sales Department, Innovation Partners Division of theCompany
Oct. 2013
Director, Deputy General Manager of Innovation Partners Division, General Manager of Solution and Eighth
Sales Department of the Company
Oct. 2014
Director, Deputy General Manager of West Japan Sales Department, Innovation Partners Division, General
Manager of Solution and Tenth Sales Department of the Company
Oct. 2015
Director of the Company (Present)
Nov. 2015
President and Representative Director of SMBC GMO PAYMENT, Inc. (Present)-8-

Candidate No. 9

Shinichi Sugiyama(Date of birth: Mar. 11, 1968) Number of the Company’s shares held:– shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1991
Joined IBM Corporation Japan
Jul. 2012
General Manager of Finance Solution Delivery Unit, First Finance Service Business Department of IBM
Corporation Japan
Feb. 2013
Executive Board Member, General Manager of IT Strategy Planning Office, System Division of the Company
Oct. 2013
Senior Executive Officer, Deputy General Manager of System Division, General Manager of IT service
Department of the Company
Dec. 2014
Director, Deputy General Manager of System Division, General Manager of IT service Department of theCompany
Oct. 2015
Director, Executive Manager of IT service of System Division, General Manager of IT service Department of
the Company (Present)

Candidate No. 10

Yusuke Arai

(Date of birth: Jul. 14, 1978)

Number of the Company’s shares held:

5,300 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 2001
Joined Kyokujitsu Electric CO., LTD.
Feb. 2002
Joined the Company
May 2005
Director of Epsilon, Inc. (now GMO Epsilon, Inc.)
Jan. 2006
President and Representative Director, Epsilon, Inc. (now GMO Epsilon, Inc.) (Present)
Dec. 2014
Director of the Company (Present)

Candidate No. 11

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

4,000 shares

Career summary, position and areas of responsibility in the Company (Significant concurrent positions)Apr. 1970
Joined IBM Corporation Japan
Mar. 1994
Director, Executive Manager of Second Sales Department, Finance System Division of IBM Corporation
Japan
Apr. 1998
Managing Director, General Manager of Finance System Department of IBM Corporation Japan
Apr. 2000
Executive Managing Director, in charge of Service Business of IBM Corporation Japan
Apr. 2002
Executive Vice President, in charge of Sales Business of IBM Corporation Japan
Oct. 2004
Corporate Advisor of the Company.
Feb. 2005
Deputy President of The Japan Research Institute, Limited
Jun. 2006
Outside Director of JAIS Corporation (now JAIS, Limited)
Jul. 2006
Representative Director, President and CEO of JRI Solutions Ltd. (now JSOL Corporation)
Dec. 2007
Director of GMO Payment Gateway, Inc. (Present)
Dec. 2008
Outside Director of MTI Ltd. (Present)
Jun. 2011
Corporate Advisor of JSOL Corporation
Jun. 2011
Corporate Advisor of The Japan Research Institute, Limited-9-Candidate No. 12

Akio Sato(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)
Apr. 2005
External Instructor of Surugadai Law School
Jun. 2005
External Auditor of AMUSE INC.
Mar. 2007
External Auditor of GMO Hosting & Security, Inc. (now GMO CLOUD K.K.) (Present)
Jun. 2007
Outside Audit & Supervisory Board Member of Infoteria Corporation
Sep. 2007
Outside Auditor of CLICK Securities, Inc. (now GMO CLICK Securities, Inc.)
Nov. 2007
Adviser of the Company
Mar. 2008
Outside Corporate Auditor of POLA ORBIS HOLDINGS INC. (Present)
Dec. 2008
Director of the Company (Present)
Jan. 2012
Outside Director of GMO CLICK Holdings, Inc. (Present)
Apr. 2012
Instructor of Keio Business School (Present)
Jun. 2013
Outside Auditors of The Tokyo Tomin Bank, Limited
Oct. 2014
Outside Director of Tokyo TY Financial Group, Inc. (Present)
Jun. 2015
Outside Director of Kirayaka Bank, Ltd. (Present)

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 Managing Director of GMO Internet, Inc. (parent company of the Company).
The Company has a commercial relationship with GMO Internet, Inc.
3. There are no special interests between other candidates and the Company.
4. Mr. Masaya Onagi and Mr. Akio Sato are candidates for the positions of external director. The Company has
appointed them as independent directors as provided for in the regulations of the Tokyo Stock Exchange andnotified the Exchange to that effect.
5. The reasons for the election of Mr. Masaya Onagi and Mr. Akio Sato as candidates for the positions of external
director are as follows.
(1) Mr. Masaya Onagi has been Executive Vice President of IBM Corporation Japan. He has played an activerole in the forefront of financial and service related businesses relevant to the Company, ultimately exercising
control over the entire sales department. The Company requests election of Mr. Onagi as an external director
in expectation of the management of the Company utilizing such experience and extensive knowledge. He
currently serves as an external director of the Company and his term of office will have been eight (8) years at
the conclusion of this Meeting of Shareholders.
(2) The Company requests election of Mr. Akio Sato as an external director in expectation of him offering to the
management of the Company advice and views as a legal specialist through his extensive knowledge andexperience as a lawyer. He currently serves as an external director of the Company and his term of office will
have been seven (7) years at the conclusion of this Meeting of Shareholders.
6. The following is an outline of the limited liability agreement with external directors:
The Company’s current articles of incorporation provides for the execution of an agreement with external
directors that limits their liability for damages prescribed in Article 423, paragraph 1 of the Companies Act tothe maximum amount prescribed by laws and regulations pursuant to the provisions of Article 427, paragraph 1of the same Act for the purpose of encouraging them to properly perform their expected roles. The Company
has entered into the limited liability agreement with Mr. Masaya Onagi and Mr. Akio Sato, who serve as
external directors of the Company.
If the reelection of them is approved, the Company will continue the said agreements.

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