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 4, 2023
To Shareholders with Voting Rights:
Yuya Taketani
Representative Director and President
Gunosy Inc.
2-24-12 Shibuya, Shibuya-ku, TokyoNOTICE OF THE 11TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 11th 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. (items 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 “Basic
information” 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 24, 2023.
1. Date and Time: Friday, August 25, 2023 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 11th Fiscal Year (June 1, 2022
to May 31, 2023), 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 11th Fiscal Year (June 1, 2022 to May 31,
2023)
Proposals to be resolved:
Proposal 1:
Election of Nine Directors
Proposal 2:
Election of One Audit & Supervisory Board Member- For those attending the meeting, please submit the voting form sent with this notice at the reception of the venue.
- In accordance with the revised Companies Act, shareholders may visit either website to review items subject to measures forelectronic provision. Paper-based documents are typically sent only to shareholders who request them; however, for this general-1-meeting, we have sent paper-based documents containing items to be provided in electronic format to all shareholders, whether or
not they have requested them.
In addition, in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of theCompany, the following items are provided only in the electronic format. The following items are not provided even in the paper
documents delivered to shareholders who have specifically requested these documents.
 Business report 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 awritten notice of resolutions.

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

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 majorityof the members.
The candidates for Director are as follows:
Candidate
No.

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, Glossom Inc.),
serving as Representative Director

November
2012

Founded SSTJ INVESTMENT Pte. Ltd.
(currently, Das Capital SG Pte. Ltd.), serving as
Director (current position)

November
2013

Representative Director, the Company

Number of theCompany’s shares
owned

December 2015 Outside Director, CrowdWorks, Inc.

1

Shinji 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. (current position)

June 2019

Board Member, Instamojo Inc. (current
position)January 2020

Board Member, Easy Home Finance Limited

June 2020

Representative Director and Chairman, theCompany (current position)

July 2021

Director, Harbourfront Capital Management
Pte. Ltd. (current position)

October 2021

Director, Gunosy Capital K.K. (current
position)(Significant concurrent positions outside the Company)
Director, Das Capital SG Pte. Ltd.
Director, Pegasus Wings Group Ltd.
Director, Cove Group Pte. Ltd.
Board Member, Drivezy, Inc.
Board Member, Instamojo Inc.
Director, Harbourfront Capital Management Pte. Ltd.
Director, Gunosy Capital K.K.

-3-

5,566,300

Candidate
No.

2

Name
(Date of birth)

Yuya Taketani(March 4, 1989)

Career summary, position and responsibility in the Company(Significant concurrent positions outside the Company)
April 2011

Joined GREE, Inc.

January 2013

Joined the Company

August 2013

Director, the Company

August 2016

Representative Director, the Company

December 2018 Outside Director, CrowdWorks, Inc. (current
position)
June 2020

Number of theCompany’s shares
owned

203,200

Representative Director and President, theCompany (current position)(Significant concurrent positions outside the Company)
Outside Director, CrowdWorks, Inc.

3

Yuki Maniwa(March 3, 1983)

April 2005

Joined Goldman Sachs Japan Co., Ltd.

June 2015

Joined Coubic Inc.
Director, Coubic Inc.

October 2018

Joined the Company
Operating Officer, the Company

August 2019

Director, the Company (current position)

October 2021

Representative Director, Gunosy Capital K.K.
(current position)

April 2022

Director, GaragePreneurs Internet Pvt. Ltd.
(current position)

36,000(Significant concurrent positions outside the Company)
Representative Director, Gunosy Capital K.K.
Director, GaragePreneurs Internet Pvt. Ltd.
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

4

Kentaro Nishio(November 9, 1989)

September
2018

Operating Officer, the Company

December 2019 Director, Smarprise, Inc. (current position)
May 2020

Outside Director, Monokabu Inc.

August 2020

Director, the Company (current position)

June 2022

Representative Director and Chairman, Game8
Inc. (current position)

71,075(Significant concurrent positions outside the Company)
Representative Director and Chairman, Game8 Inc.
Director, Smarprise, Inc.

5*
Masaaki Nose
(July 3, 1980)

April 2003

Joined KDDI Corporation

April 2021

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

April 2023

Outside Director, Connehito Inc. (current
position)
General Manager, LX Strategy Department,
Business Exploration & Development Division,
KDDI Corporation (current position)(Significant concurrent positions outside the Company)
Outside Director, Connehito Inc.
General Manager, LX Strategy Department, Business Exploration& Development Division, KDDI Corporation-4-―

Candidate
No.

6

Name
(Date of birth)

Suguru Tomizuka(August 20, 1965)

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 Yuko
Corporation
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 Support
Co., Ltd.

April 2018

Founded Tommy Inc., serving as Representative
Director (current position)

June 2018

Outside Director, eole Inc.

August 2018

Outside Director, the Company (current
position)

April 2019

Representative Director, Pocket Culture Co.,Ltd.

June 2021

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

December 2021 Representative Director, Goro, Inc. (current
position)
August 2023

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

-5-

Number of theCompany’s shares
owned

―

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.)

7

April 2006

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

May 2009

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

Junichi Shiroshita(November 13, 1964)
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 Japan

August 2020

Outside Director, the Company (current
position)―(Significant concurrent positions outside the Company)―

8

Hirokazu Mashita(January 20, 1969)

April 1991

Joined Nomura Securities Co., Ltd.

May 1996

Master of Business Administration (MBA) fromDuke University Fuqua School of BusinessAugust 1996

Seconded to Nomura Securities International,
Inc., serving as Vice President for Investment
Banking Department

October 1999

Joined HIKARI TSUSHIN, INC.

November
1999

President, Hikari International NY Inc.

April 2000

Joined Hikari Tsushin Capital, Inc.
President, HTC America Inc.

November
2000

Director, HIKARI TSUSHIN, INC.

November
2001

Director, IE Group, Inc.

June 2006

Director, HIKARI TSUSHIN, INC.
Representative Director, Hikari AssetManagement, Inc.

―

December 2007 Director, e-machitown Co., Ltd.
December 2008 Representative Director, e-machitown Co., Ltd.
November
2013

Founded m&s partners Pte. Ltd., serving as
Director (current position)

August 2018

Outside Director, the Company (current
position)

December 2018 Founded Sin Growth Partners Pte. Ltd., serving
as Director (current position)(Significant concurrent positions outside the Company)
Director, m&s partners Pte. Ltd.
Director, Sin Growth Partners Pte. Ltd.

-6-

Candidate
No.

9

Name
(Date of birth)

Lei-Isabelle Nakao(December 22, 1981)

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

Joined UBS Securities Japan Co., Ltd.

May 2013

Joined Goldman Sachs Japan Co., Ltd.

October 2013

Joined BNP Paribas Securities (Japan) Limited

October 2015

Joined UBS Securities Japan Co., Ltd.

October 2018

General Manager of Corporate Sales
Department, Fixed Income Division, UBS
Securities Japan Co., Ltd.

November
2020

Executive Director of Financial Products
Department, Global Markets Division, UBS
Securities Japan Co., Ltd.

July 2021

Advisor, GA technologies, Inc. (current
position)

August 2021

Outside Director, the Company (current
position)

June 2022

Outside Director, Grooves Inc. (current
position)

June 2023

Outside Director, Tenma Corporation (current
position)

Number of theCompany’s shares
owned

―

(Significant concurrent positions outside the Company)
Advisor, GA technologies, Inc.
Outside Director, Grooves Inc.
Outside Director, Tenma Corporation(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. Yuki Maniwa is Director at
GaragePreneurs Internet Pvt. Ltd., in which the Company invests. Masaaki Nose is an employee of KDDI Corporation,
which is a major shareholder and a business partner of the Company and has business transactions with the Company.
There is no special interest between any other candidates for Director and the Company.
3. Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao are candidates for outside Director.
4. Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao are currently outside Directors of theCompany, and at the conclusion of this meeting, the tenure of Suguru Tomizuka and Hirokazu Mashita will have been
five years, Junichi Shiroshita three years, and Lei-Isabelle Nakao two years.
5. Suguru Tomizuka has a broad experience and insight into internet media business and corporate management, and his
experience and knowledge can help him provide advice on the management of the Company and supervise theexecution of business. 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 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 deep insight into
the financial, accounting, and capital market sectors, and he is expected to supervise and provide advice on theexecution 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 to engage inselecting candidates for the Company’s officers and determining compensation for the officers from an objective,
neutral position.
7. Hirokazu Mashita has a broad experience and insight into global corporate management and investment, and he isexpected to supervise and provide advice on the execution of business by Directors and the improvement of corporate
governance, specifically from a global perspective. The Company believes that he is well qualified to serve as outside
Director and therefore proposes his reelection.
8. Lei-Isabelle Nakao gained various practical experiences in the financial industry and has a deep insight into financial
markets in general while making active efforts to promote women’s participation in society and diversity. Although she
has not been directly involved in corporate management besides acting as an outside officer, she is expected to help the
Board of Directors make decisions properly from different perspectives, and also expected to fairly supervise themanagement of the Company from a professional viewpoint. The Company believes that she is well qualified to serve as
outside Director and therefore proposes her reelection. If she is elected, 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.

-7-9. The Company has submitted notification to the Tokyo Stock Exchange that Suguru Tomizuka, Junichi Shiroshita, and
Lei-Isabelle Nakao have been designated as independent officers as provided for by the aforementioned exchange. If thereelection of each candidate is approved, the Company plans for their designation as an independent officer to continue.
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
Suguru Tomizuka, Junichi Shiroshita, Hirokazu Mashita, and Lei-Isabelle Nakao to limit their liability for damages
under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability for damages under thisagreement is the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies Act. If eachcandidate is reelected, the Company plans to renew the aforementioned limited liability agreement with them. If theelection of Masaaki Nose is approved, the Company plans to enter into a similar limited liability agreement with him.
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 suchliability. However, in order that the proper performance of duties of the insureds is not impaired, there are certain
reasons for coverage exclusion, such as damages arising from actions where the insured person has full knowledge ofthe 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 thepolicy with the same terms.

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

-8-

Proposal 2:

Election of One Audit & Supervisory Board Member

The terms of office of Noboru Kashiwagi will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of one Audit & Supervisory Board Member.
The nomination of the 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. In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Name(Date of birth)*
Kengo Wada
(October 28, 1977)

Career summary and position in the Company(Significant concurrent positions outside the Company)
October 2000

Joined Asahi & Co. (currently, KPMG AZSA LLC)

February 2006

Joined GCA Corporation

February 2015

Representative Director, AIPartners, Inc. (current
position)

June 2017

Outside Auditor, ZIGExN Co., Ltd. (current
position)

July 2017

Outside Auditor, Alue Co., Ltd. (current position)

February 2018

Outside Auditor, Cloud Ace Co., Ltd. (current
position)

Number of theCompany’s shares
owned

―

(Significant concurrent positions outside the Company)
Representative Director, AIPartners, Inc.
Outside Auditor, ZIGExN Co., Ltd.
Outside Auditor, Alue Co., Ltd.
Outside Auditor, Cloud Ace Co., Ltd.
(Notes)

1.
2.
3.
4.

The individual marked with * is a new candidate for the position of Audit & Supervisory Board Member.
There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
Kengo Wada is a candidate for outside Audit & Supervisory Board Member.
Kengo Wada is a certified public accountant and has a significant knowledge of finance and accounting. The Company
believes that he is well qualified to serve as Audit & Supervisory Board Member and therefore proposes his election.
5. If the election of Kengo Wada is approved, the Company plans to designate him as an independent officer.
6. Pursuant to Article 427, Paragraph 1 of the Companies Act, if Kengo Wada is elected, the Company plans to enter into
an agreement with the candidate to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act.
The maximum amount of liability for damages under this agreement is anticipated to be the minimum liability amountprovided for in Article 425, Paragraph 1 of the Companies Act.
7. 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, an Audit & Supervisory Board Member, 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 for coverage exclusion, such as damages arising from actions where the insured
person has full knowledge of the action’s illegality. If Kengo Wada is elected and assumes the office as Audit &Supervisory Board Member, the Company plans to include him as an insured in the policy. In addition, when the policy
is renewed, the Company plans to renew the policy with the same terms.

Regarding matters to be described with proposals for electing Audit & Supervisory Board Members provided for in
Article 76 of the Regulations for Enforcement of the Companies Act, there are no special notes other than thedescription above.

-9-

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

Officer

Director

ESG/
Sustainability

Personnel
Industry
affairs/
Resource experiencedevelopment

Shinji Kimura

Representative
Director〇〇

Yuya Taketani

Representative
Director〇〇

Yuki Maniwa

Full-time〇

Kentaro Nishio

Full-time〇

Masaaki Nose

Other

〇

〇

〇

Independent
officer

Junichi
Shiroshita

Independent
officer〇〇

Hirokazu
Mashita

Outside〇〇Lei-Isabelle
Nakao

Independent
officerFull-time〇

Independent
officer

〇

〇

〇

〇
〇
〇

〇

〇

〇
〇

〇

〇
〇

〇

Independent
officer

Technology/Product〇〇SuguruTomizuka

Masakazu
Audit &
IshibashiSupervisory
Kenji Shimizu
Board
Member Kengo Wada

*

Type

Legal
affairs/
Finance/
GlobalCorporate
Accounting/ Compliance/experiencemanagement
Risk
M&A
management

〇

〇

〇

This table includes a current Audit & Supervisory Board Member.

- 10 -〇〇