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 2, 2022
To Our Shareholders
Issei Ainoura
President & Chief Executive Officer
GMO Payment Gateway, Inc.
1-2-3 Dogenzaka, Shibuya-ku, Tokyo

Notice of the 29th Annual Meeting of Shareholders
You are hereby notified that the 29th Annual Meeting of Shareholders of GMO Payment Gateway, Inc. (the“Company”) will be held as described below.
You may exercise your voting rights in writing or by electromagnetic means (the Internet). Please review theappended “Reference Materials for the Meeting of Shareholders” and exercise your voting rights no later
than 6:00 p.m. on Friday, December 16, 2022.
1. Date and time:

10:00 a.m., Sunday, December 18, 2022 (Doors open at 9:30 a.m.)

2. Place:

GMO Yours FUKURAS, 16th Floor, GMO Internet Group 2nd Headquarter(SHIBUYA FUKURAS), 1-2-3 Dogenzaka, Shibuya-ku, Tokyo

3. Agenda:
Matters to be reported:
1. Report on the business report and the consolidated financial statements for the 29th fiscal year (fromOctober 1, 2021 to September 30, 2022), and the results of the audit of the consolidated financial
statements by the accounting auditors and the Audit and Supervisory Committee.
2. Report on the non-consolidated financial statements for the 29th fiscal year (from October 1, 2021 toSeptember 30, 2022).
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 (excluding directors who are Audit and Supervisory
Committee Members)- 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 Audit andSupervisory Committee and the accounting 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.

- 2 -Reference Materials for the Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of surplus

The end-of-term dividend for the 29th fiscal year is proposed as follows.
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, the ordinary dividend forthe fiscal year will be ¥79 per share. In addition, the Company will also pay a special dividend of ¥81 pershare to reflect the divestment of all the shares of the former equity-method affiliate 2C2P Pte. Ltd. and torecognize the 10 years of overseas business expansion as well as to express our gratitude to the support fromour shareholders that contributed to the overall earnings growth since the Company’s listing.
1. Matters concerning allocation of dividend property to shareholders and the total amount thereof¥160 per share of common stock of the Company(including an ordinary dividend of ¥79 and a special dividend of ¥81)
Total amount: ¥12,248,360,640
2. Effective date of dividends from surplus
December 19, 2022

- 3 -

Proposal 2:

1.

Partial amendments to the Articles of Incorporation

Reasons for the amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) were enforced on September 1, 2022.
Accordingly, we will establish new provisions stipulating that information contained in the referencematerials for the meeting of shareholders, etc. shall be provided electronically and that the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it may be limited.
In addition, the current provisions related to the internet disclosure and deemed provision of thereference materials for the meeting of shareholders, etc. will become unnecessary and will therefore bedeleted. Also, supplementary provisions related to the transitional treatment, etc. associated with theseamendments will be established.

2.

Details of amendments
Details of amendments are as follows. These amendments to the Articles of Incorporation will takeeffect at the conclusion of this Meeting of Shareholders.
(Underlined portions are amended.)
Current articles of incorporation
Proposed amendments
Article 1 to Article 10
Article 1 to Article 10
OmittedUnchanged
Chapter 3 Shareholders’ general meeting
Article 11 to Article 13
Omitted
Article 14 Shareholders’generalmeetingreference material sent over theinternet
When the company calls for ashareholders’ general meeting, thereference materials for the meeting,the business report, financial
statement and consolidated financial
statements will be stated or disclosed
thru the internet, in accordance withthe rules set forth by the Ministry ofJustice, and once carried out, it isdeemed to have been provided to theshareholders.
(New)

Chapter 3 Shareholders’ general meeting
Article 11 to Article 13
Unchanged(Deleted)

Article 14 Measures for electronic provision, etc.
1. When the company calls for ashareholders’ general meeting, thecompany shall provide information
contained in the reference materials forthe meeting, etc. electronically.
2. Among the matters to be provided
electronically, the company may
choose not to include all or part of thematters stipulated in the rules set forth
by the Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date forvoting rights.

- 4 -Current articles of incorporation
Article 15 to Article 34
Omitted

Proposed amendments
Article 15 to Article 34
Unchanged

Chapter 7 Supplementary provisions
Article 35
Omitted(New)

Chapter 7 Supplementary provisions
Article 35
Unchanged
Article 36 Transitional treatment for electronic
provision of the shareholders’ general
meeting reference material
1. Notwithstanding the provisions ofArticle 14 (Measures for electronic
provision, etc.) of the Articles ofIncorporation,
Article14(Shareholders’generalmeetingreference material sent over theinternet) of the Articles ofIncorporation prior to the amendments
shall remain in force with respect to ashareholders’ general meeting to beheld on a date by the end of February2023.
2. This Article shall be deleted on March
1, 2023 or after the lapse of threemonths from the date of theshareholders’ general meeting set forthin the preceding paragraph, whicheveris later.

- 5 -Proposal 3:

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 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 2022)

1

Reappointment

2

Reappointment

3

Reappointment

4

Reappointment

5

Reappointment

Masashi Yasuda

Director-

17/17 meetings (100%)

6

Reappointment

Hirofumi
Yamashita

Director-

16/17 meetings (94%)

7Reappointment

Teruhiro Arai

Director-

13/14 meetings (92%)

8Reappointment

Noriko Inagaki

Director

9

Reappointment

Yuki Kawasaki

Director

10

Reappointment

TakashiShimahara

Director

17/17 meetings (100%)

15/17 meetings (88%)
17/17 meetings (100%)

17/17 meetings (100%)

14/14 meetings (100%)-

17/17 meetings (100%)
14/14 meetings (100%)

Reappointment
11 External
Akio Sato
Director
15/17 meetings (88%)
Independent
Note: Mr. Teruhiro Arai, Ms. Noriko Inagaki and Mr. Takashi Shimahara were newly elected as director at the 28th Annual
Meeting of Shareholders held on December 19, 2021. The number of meetings of the Board of directors held for thesethree directors therefore differs from that for other directors.

- 6 -Candidate No. 1

Reappointment

Issei Ainoura

Date of birth: Jul. 19, 1962
(60 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
17/17 meetings (100%)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.

- 7 -Candidate No. 2

Reappointment

Masatoshi Kumagai

Date of birth: Jul. 17, 1963
(59 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
15/17 meetings (88%)
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.

- 8 -Candidate No. 3

Reappointment

Ryu Muramatsu

Date of birth: Apr. 8, 1970
(52 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
－

- 9 -

Candidate No. 4

Reappointment

Satoru Isozaki

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

Number of the Company’s shares held:

1,600 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－- 10 -

Candidate No. 5

Reappointment

Masashi Yasuda

Date of birth: Jun. 10, 1971
(51 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, 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 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.

- 11 -

Candidate No. 6

Reappointment

Hirofumi Yamashita

Date of birth: Jul. 1, 1962
(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:
Director 16/17 meetings (94%)
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.

- 12 -

Candidate No. 7

Reappointment

Teruhiro Arai

Date of birth: Feb. 27, 1973
(49 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 13/14 meetings (92%)
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
(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 14/14 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.

- 13 -

Candidate No. 9

Reappointment

Yuki Kawasaki

Date of birth: Aug. 24, 1981
(41 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.

- 14 -

Candidate No. 10

Reappointment

Takashi Shimahara

Date of birth: Dec. 1, 1961
(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 14/14 meetings (100%)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.

- 15 -

Candidate No. 11

Akio Sato

Reappointment, External, Independent
Date of birth: Feb. 4, 1966
(56 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 15/17 meetings (88%)
Career summary
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)
Reasons for selection as a candidate for External Director and roles expected to be fulfilled
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.
Significant concurrent positions
Lawyer, Sato Law OfficeOutside Corporate Auditor of POLA ORBIS HOLDINGS INC.
Outside Director of Kirayaka Bank, Ltd.
Outside Director of GMO Aozora Net Bank, Ltd.
Outside Director of USEN-NEXT HOLDINGS Co., Ltd.
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. Mr. Akio Sato is a candidate for the position of external director. The Company has appointed him as anindependent director as stipulated in the regulations set forth by the Tokyo Stock Exchange and notified the
Exchange accordingly.
11. Mr. Akio Sato currently serves as an external director of the Company and his term of office will have been
fourteen (14) years at the conclusion of this Meeting of Shareholders.
12. The Company has entered into a limited liability agreement with the candidate Mr. Akio Sato, who serves as anexternal director of the Company pursuant to the provisions of Article 427, paragraph 1 of the Companies Act. If
his reelection is approved, the Company will continue the said agreement. The outline of the agreement is as
described on page 44 of the attachment to this convocation notice.
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.

- 16 -

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. Candidate 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

Issei
AinouraPosition

President &Chief
Chairman &Executive
Director
OfficerAgeTerm ofoffice
GMOismpractices(*)
Corporate
management
IT / security
Risk
management
Legal affairs
Financialaccounting
Payment
processing
business
Finance
GlobalInvestment
(M&A)
ESG /
sustainability

Masatoshi
Ryu
Kumagai Muramatsu

SatoruIsozaki

Masashi
YasudaHirofumi
Yamashita

Teruhiro
Arai

Director,
Executive
Vice
President

Director,
Executive
Vice
President

Director

Director

Director

60

59

52

62

51

60

49

22 years

18 years

18 years

11 years

6 years

4 years

1 year

●

●

●

●

●

●

●

●

●
●

●

●

●
●

●

●

●
●

●

●

●

●

* In addition to the GMO Internet Group’s unchanging goals of the “Venture Spirit Declaration” and “55-year plan,” “Rules
for Senior Managers” and “Laws of Winning” are collectively referred to as GMOism.

- 17 -

Name

Position
Age
Term ofoffice
GMOismpractices(*)
Corporate
management
IT/security
Risk
management
Legal affairs
Financialaccounting
Payment
processing
business
Finance
GlobalExternal
Independent

NorikoInagakiExternal
Independent

External
Independent

External
Independent

Yuki
TakashiKazutaka Kazuhiko
Yumi
Kawasaki Shimahara Akio Sato Yoshida Okamoto Hokazono

External
Independent

Fumio
Kai

Director
Director
Director
Director
Audit and Audit and Audit and Audit andSupervisory Supervisory Supervisory Supervisory
Committee Committee Committee Committee
MemberMemberMemberMemberDirector

Director

Director

Director

52

41

61

56

73

76

47

63

1 year

2 years

1 year14 years

1 year

1 year

1 year

1 year

●

●

●

●

●

●

●

●

●
●
●
●

●

●

●

●

●
●
●

●

●

●
●

Investment
(M&A)
ESG /
sustainability●- 18 -