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, the original shall prevail.

Securities code: 6047
August 5, 2024

To Shareholders with Voting Rights:

Kentaro Nishio
Representative Director and President
Gunosy Inc.
2-24-12 Shibuya, Shibuya-ku, TokyoNOTICE OF THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 12th Annual General Meeting of Shareholders of Gunosy Inc. (the “Company”),
which will be held as indicated below.
In convening this general meeting of shareholders, the Company takes measures for electronic provision of theinformation contained in reference documents for the shareholders meeting, etc. (matters subject to measures forelectronic provision). This information is posted on each of the following websites. Please visit any of the sites toreview the information.
■ The Company website:
https://gunosy.co.jp/ir/library/meeting/ (in Japanese)■ TSE website “Listed Company Search”:
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Enter “Gunosy” or the Company securities code “6047” in “Code,” then click “Search.” Click on “Basicinformation” and select “Documents for public inspection / PR information.” Under “Filed information available
for public review,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you can exercise your voting rights in writing or via the internet.
Please review the Reference Documents for the General Meeting of Shareholders posted to the Company’s website,
and vote no later than 6:30 p.m. on Thursday, August 22, 2024.
1. Date and Time: Friday, August 23, 2024 at 10:00 a.m. Japan time (Reception desk opens at 9:00 a.m.)
2. Venue:
SHIBUYA SOLASTA CONFERENCE 4D,
4F SHIBUYA SOLASTA
1-21-1 Dogenzaka, Shibuya-ku, Tokyo
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 12th Fiscal Year (June 1, 2023
to May 31, 2024), and results of audits by the Financial Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 12th Fiscal Year (June 1, 2023 to May 31, 2024)
Proposals to be resolved:
Proposal 1:
Amendment to the Articles of Incorporation
Proposal 2:
Election of Nine Directors-For those attending the meeting, please submit the voting form sent with this notice at the reception of the venue.
For this general meeting of shareholders, regardless of whether or not a request for delivery of the document is made, the Company
will uniformly send a document stating the matters subject to measures for electronic provision.

1Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
15 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered
to shareholders who have made a request for delivery of such documents.
◆ Business report· Matters concerning stock acquisition rights, etc. of the Company· Status of Financial Auditor· The Company’s structure and policy◆ Consolidated financial statements· Consolidated statements of changes in equity· Notes to consolidated financial statements◆ Non-consolidated financial statements· Non-consolidated statements of changes in equity· Notes to non-consolidated financial statements◆ Audit report· Audit report of the Financial Auditor on the consolidated financial statements· Audit report of the Financial Auditor· Audit report of the Audit & Supervisory Board
Accordingly, the business report, consolidated financial statements, and non-consolidated financial statements are included among
the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor and thecorresponding respective audit reports.
-If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted to the Company’s aforementioned website.

-The results of resolutions at this general meeting of shareholders will be posted on the Company’s website in lieu of sending a written
notice of resolutions.

2Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Amendment to the Articles of Incorporation

1. Reasons for the Amendments
As preparation for expanding the Company and its subsidiaries’ businesses and developing the businesses in thefuture, the Company proposes amendments to Article 2 (Purpose) of the Current Articles of Incorporation to add
a new item of purpose and to renumber the items in accordance with the new establishment of the new item.
2. Details of the Amendments
The details of the amendments are as follows.
(Underlines indicate amended sections.)
Current Articles of Incorporation
Proposed amendments
Article 2. (Purpose)
Article 2. (Purpose)
The purpose of the Company shall be to engage in the(Unchanged)
following businesses:(1) – (3)(Omitted)(1) – (3)(Unchanged)(4) Planning, production, sales, establishment, operation, and(4) Planning, production, sales, establishment, operation, andmaintenance of Internet websites
maintenance of Internet websites and platform business(5) – (6)(Omitted)(5) – (6)(Unchanged)(Newly established)(7) Issuance, sale and management of electronic money andother electronic value information and prepaid means of
payment, provision of electronic settlement systems,
electronic settlement agency business and fund transfer
business(7) – (8)(Omitted)(8) – (9)(Unchanged)(9) Fee-charging employment placement businesses(10) Worker dispatch business(Newly established)(11) Personnel measurement and education and training
services(10) – (13)(Omitted)(12) – (15)(Unchanged)

3

Proposal 2:

Election of Nine Directors

The terms of office of all nine Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of nine Directors.
The nomination of each candidate is decided after consulting with the Nomination and Compensation Committee,
an optional committee where an outside Director serves as chairman and outside Directors constitute the majority ofthe members.
The candidates for Director are as follows:
CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
April 2003

Joined Dream Incubator Inc.

August 2005

Director, Cirius Technologies, Inc.

March 2007

Founded Atlantis Inc. (currently, GlossomInc.), serving as Representative Director

Number of theCompany’s shares
owned

November 2012 Founded SSTJ INVESTMENT Pte. Ltd.
(currently, Das Capital SG Pte. Ltd.), serving asDirector (current position)
November 2013 Representative Director, the Company
December 2015 Outside Director, CrowdWorks, Inc.

1Shinji Kimura(July 30, 1978)

May 2016

Founded AnyPay Pte. Ltd. (currently, CoveGroup Pte. Ltd)

June 2016

Founded Pegasus Wings Group Ltd., serving as
Director (current position)

August 2017

Director, the Company

February 2019

Founded Cove Group Pte. Ltd., serving as
Director (current position)

March 2019

Board Member, Drivezy, Inc.

June 2019

Board Member, Instamojo Inc.

January 2020

Board Member, Easy Home Finance Limited

June 2020

Representative Director and Chairman, theCompany (current position)

July 2021

Director, Harbourfront Capital ManagementPte. Ltd. (current position)

October 2021

Director, Gunosy Capital K.K. (currentposition)

5,581,300(Significant concurrent positions outside the Company)
Director, Das Capital SG Pte. Ltd.
Director, Pegasus Wings Group Ltd.
Director, Cove Group Pte. Ltd.
Director, Harbourfront Capital Management Pte. Ltd.
Director, Gunosy Capital K.K.
April 2011

Co-founded Labit Inc.

July 2013

Representative Director, Labit Inc.

August 2014

Director, Labit Inc.
Founded Game8 Inc., serving as Representative
Director

December 2015 Joined the Company
September 2018 Corporate Officer, the Company
2Kentaro Nishio(November 9, 1989)December 2019 Director, Smarprise, Inc.
May 2020

Outside Director, Monokabu Inc.

August 2020

Director, the Company

June 2022

Representative Director and Chairman, Game8Inc. (current position)

December 2023 Representative Director and President, theCompany (current position)(Significant concurrent positions outside the Company)
Representative Director and Chairman, Game8 Inc.

481,075

CandidateNo.

3Name(Date of birth)*Shunsuke Sawamura(November 6, 1984)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
April 2007

Joined Recruit Co., Ltd. (currently, Recruit
Holdings Co., Ltd.)

October 2013

Joined HIKARI TSUSHIN, INC.

January 2018

Joined BizReach, Inc.

Number of theCompany’s shares
owned

September 2018 COO, Game8 Inc.
June 2019

Director and COO, Game8 Inc.

June 2022

Representative Director and President CEO,
Game8 Inc. (current position)―December 2023 Corporate Officer and COO, the Company
Group (current position)(Significant concurrent positions outside the Company)
Representative Director and President, CEO, Game8 Inc.

4

*Tatsuyuki Iwase(September 25, 1989)

April 2012

Joined The Bank of Tokyo-Mitsubishi UFJ,Ltd. (currently, MUFG Bank, Ltd.)

October 2014

Joined Deloitte Tohmatsu Consulting LLC

February 2016

Joined PricewaterhouseCoopers Aarata LLC(currently, PricewaterhouseCoopers JapanLLC)

January 2019

Joined the Company

July 2019

General Manager of Business Administration
Department, the Company

June 2021

Corporate Officer, General Manager ofCorporate Division, the Company

1,435

September 2022 Corporate Officer and CFO, the Company
November 2023 Corporate Officer and CFO, the Company
Group (current position)(Significant concurrent positions outside the Company)―5April 2003

Joined KDDI Corporation

April 2021

General Manager, DX Planning Promotion
Department, Business Exploration &Development Division, KDDI Corporation

April 2023

Outside Director, Connehito Inc. (currentposition)
General Manager, LX Strategy Department,
Business Exploration & Development Division,KDDI Corporation (current position)

Masaaki Nose
(July 3, 1980)
August 2023

Director, the Company (current position)(Significant concurrent positions outside the Company)
Outside Director, Connehito Inc.
General Manager, LX Strategy Department, Business Exploration& Development Division, KDDI Corporation

5―

CandidateNo.

Name(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
April 1988

Joined Recruit Co., Ltd. (currently, Recruit
Holdings Co., Ltd.)

April 2008

Corporate Officer, Recruit Co., Ltd. (currently,Recruit Holdings Co., Ltd.)

April 2009

Representative Director, Yuko Corporation

Number of theCompany’s shares
owned

Representative Director, World Media Agency
Inc.
October 2012

Corporate Officer, Recruit Holdings Co., Ltd.
Representative Director, Recruit Lifestyle Co.,Ltd.

April 2013

Representative Director, Recruit Marketing
Partners Co., Ltd.

April 2016

Representative Director, Recruit Administration
Co., Ltd. (currently, Recruit Co., Ltd.) (Note10)
Representative Director, Recruit Office SupportCo., Ltd.

6Suguru Tomizuka(August 20, 1965)

April 2018

Founded Tommy Inc., serving as
Representative Director and President (currentposition)

June 2018

Outside Director, eole Inc.

August 2018

Outside Director, the Company (currentposition)

April 2019

Representative Director, Pocket Culture Co.,Ltd.

June 2021

Director and President, Pocket Culture Co.,
Ltd. (current position)
Representative Director and President, eole Inc.
(current position)

December 2021 Representative Director, Goro, Inc. (currentposition)
October 2022

Co-founded Experiencer. Inc., Director (currentposition)

August 2023

Director, Ambai Inc. (current position)(Significant concurrent positions outside the Company)
Representative Director and President, eole Inc.
Director and President, Pocket Culture Co., Ltd.
Representative Director and President, Tommy Inc.
Director, Experiencer. Inc.
Representative Director, Goro, Inc.
Director, Ambai Inc.

6―Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
August 1993

Joined Boston Consulting Group

April 1998

Joined Morgan Stanley Japan (currently,Mitsubishi UFJ Morgan Stanley Securities Co.,Ltd.)

Number of theCompany’s shares
owned

December 2004 Managing Director, Morgan Stanley Japan(currently, Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.)
April 2006

Joined Bain Capital Japan, serving as
Managing Director
Director, Toys “R” Us-Japan, Ltd.

7

Junichi Shiroshita(November 13, 1964)

May 2009

Joined Merrill Lynch Japan Securities
Company, Limited, serving as Managing
Director for Investment Banking Department

May 2015

Vice Chairman for Investment Banking
Department, Merrill Lynch Japan Securities
Company, Limited

July 2017

Representative Director and Vice Chairman,
Rothschild & Co Japan

January 2018

Representative Director and Chairman,
Rothschild & Co JapanAugust 2020

Outside Director, the Company (currentposition)―(Significant concurrent positions outside the Company)―April 2003

Joined Sony Corporation (currently, SonyGroup Corporation)

September 2006 Joined Sony Ericsson Mobile Communications
AB, Lund, Sweden
March 2009

Joined A.T. Kearney

September 2010 Joined DeNA Co., Ltd.

8

*Akihito Moriya(April 24, 1980)

June 2011

Vice President, Global Alliances, DeNA San
FranciscoApril 2012

Head of Global Alliances, DeNA Co., Ltd.

October 2013

Manager, the President’s Office, DeNA Co.,Ltd.

April 2014

General Manager, the E-Commerce Business
Unit, DeNA Co., Ltd.

November 2016 Joined Dyson KK
March 2020

Director, Dyson KK (current position)(Significant concurrent positions outside the Company)
Director, Dyson KK

7―Candidate
No.

9Name
(Date of birth)*Hitomi Iba(July 15, 1961)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
1993

Associate Manager, Colgate PalmoliveCompany

1995

Associate Product Manager, Kraft Foods

1997

Senior Manager, Group Manager, Colgate
Palmolive Company Headquarters

2000

Director, Prepaid Department and Digital
Department, American Express Inc. NYHeadquarters

2004

Managing Director, Fila Inc.

2007

Vice President, Coca‑Cola (Japan) Company,
LimitedAugust 2010

Representative Director and President, IBA
Company, Inc. (current position)

May 2022

External Director, DCM Holdings Co., Ltd.
(current position)

Number of theCompany’s shares
owned―(Significant concurrent positions outside the Company)
Representative Director and President, IBA Company, Inc.
External Director, DCM Holdings Co., Ltd.
(Notes)1. The individual marked with * is a new candidate for the position of director.
2. Shinji Kimura is Director at Cove Group Pte. Ltd., in which the Company invests. Masaaki Nose is an employee of KDDICorporation, which is a major shareholder and a business partner of the Company and has business transactions with theCompany. There is no special interest between any other candidates for Director and the Company.
3. Suguru Tomizuka, Junichi Shiroshita, Akihito Moriya, and Hitomi Iba are candidates for outside Director.
4. Suguru Tomizuka and Junichi Shiroshita are currently outside Directors of the Company, and at the conclusion of thismeeting, the tenure of Suguru Tomizuka will have been six years, and Junichi Shiroshita four years.
5. Suguru Tomizuka has a broad experience and knowledge in internet media business, human resource development, andcorporate management and he is expected to supervise and provide advice on the Company’s management and theexecution of business by Directors. The Company believes that he is well qualified to serve as outside Director andtherefore proposes his reelection. If he is elected, he will serve as the chairman of the Nomination and Compensation
Committee to engage in selecting candidates for the Company’s officers and determining compensation for the officers
from an objective, neutral position.
6. Junichi Shiroshita has played important roles in financial institutions and has a broad experience and knowledge in thefinancial, accounting, and capital market sectors, and he is expected to supervise and provide advice on the Company’smanagement and the execution of business by Directors, specifically from a professional perspective of finance,accounting, and capital markets. The Company believes that he is well qualified to serve as outside Director and therefore
proposes his reelection. If he is elected, he will serve as a member of the Nomination and Compensation Committee toengage in selecting candidates for the Company’s officers and determining compensation for the officers from an objective,neutral position.
7. Akihito Moriya has extensive experience and knowledge in corporate management, media/advertising, ecommerce/settlement, game-related businesses, and business experience in global companies and he is expected tosupervise and provide advice on the Company’s management and the execution of business by Directors. The Company
believes that he is well qualified to serve as outside Director and therefore proposes his election.
8. Hitomi Iba has extensive experience and knowledge in corporate management and global fields, including financial
services and data application areas and she is expected to supervise and provide advice on the Company’s management.
The Company believes that she is well qualified to serve as outside Director and therefore proposes her election. If she iselected, she will serve as a member of the Nomination and Compensation Committee to engage in selecting candidates
for the Company’s officers and determining compensation for the officers from an objective, neutral position.
9. The Company has submitted notification to the Tokyo Stock Exchange that Suguru Tomizuka and Junichi Shiroshita havebeen designated as independent officers as provided for by the aforementioned exchange. If the reelection of eachcandidate is approved, the Company plans for their designation as an independent officer to continue. If the election ofAkihito Moriya and Hitomi Iba as directors is approved, the Company plans to designate them as independent officers asprovided for by the Tokyo Stock Exchange.

810. Recruit Co., Ltd. is a company that was renamed when the media and solution business was transferred from Recruit
Holdings Co., Ltd.
11. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreement with candidates
Masaaki Nose, Suguru Tomizuka and Junichi Shiroshita to limit their liability for damages under Article 423, paragraph(1) of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability
amount provided for in Article 425, paragraph (1) of the Companies Act. If each candidate is reelected, the Company
plans to renew the aforementioned limited liability agreement with them. If the election of Akihito Moriya and Hitomi Iba
is approved, the Company plans to enter into a similar limited liability agreement with them.
12. The Company has entered into a directors and officers liability insurance policy with an insurance company. The policy
covers losses that may arise from the insured’s assumption of liability incurred in the course of the performance of duties
as an officer, a Director, or a person at a certain position, or receipt of claims pertaining to the pursuit of such liability.
However, in order that the proper performance of duties of the insureds is not impaired, there are certain reasons forcoverage exclusion, such as damages arising from actions where the insured person has full knowledge of the action’s
illegality. If each candidate is elected and assumes the office as Director, the Company plans to include every such Director
as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the sameterms.

Regarding matters to be described with proposals for electing Directors provided for in Article 74 of the Regulations
for Enforcement of the Companies Act, there are no special notes other than the description above.

9

[Reference] Organization of officers (to be implemented after the conclusion of this meeting)
LegalOfficerType

Corporate

Finance/affairs/

affairs/Industry

Technolo-experiencegy/Product〇〇〇〇〇〇〇〇

Accounting/ Compliance/
M&A

Risk

experience

Sustainability

management
Shinji Kimura
Kentaro Nishio
Director

Shunsuke
Sawamura

visoryDirector
Full-time

Masaaki Nose

OtherSuguru

Independent

Tomizuka

officer

Junichi

Independent

Shiroshita

officer

Masakazu
Ishibashi
Kenji Shimizu

Board
Member Kengo Wada*

Representative

Full-time

Hitomi Iba

Super-Director

Tatsuyuki Iwase

Akihito Moriya

Audit &Representative

Independent
officerIndependent
officerFull-time〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇〇

officer
officer〇〇〇development〇〇

Independent
Independent

Personnel
Resource

management

GlobalESG/〇〇

This table includes a current Audit & Supervisory Board Member.

10〇