Notice of the FY2025 (32nd) Annual Meeting of Shareholders

Stock code: 3769

November 28, 2025 Start date of electronic provision measures: November 22, 2025

To Our Shareholders

Issei Ainoura

President & Chief Executive Officer GMO Payment Gateway, Inc.

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

We would like to express our sincere appreciation for your continued support and patronage.

You are hereby notified that the FY2025 (32nd) Annual Meeting of Shareholders (the "Meeting") of GMO Payment Gateway, Inc. (the "Company") will be held as described below.

The Company has taken measures for electronic provision for the Meeting and posted the materials for the Meeting on the website below.

The Company's website: https://www.gmo-pg.com/ir/stock-shareholder/

In addition to the above, the materials for the Meeting are also posted on the following websites. Net de Shoshu: https://s.srdb.jp/3769/

Tokyo Stock Exchange's website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

*Please enter and search for "GMO Payment Gateway" in "Issue name" or our stock code "3769" in "Code," select "Basic information" and "Documents for public inspection/PR information," and check the information listed there.

This Meeting will be held as a meeting of shareholders with no fixed venue. The method of communication used to send and receive information on the proceedings of this Meeting shall be via the Internet. Please refer to "How to log in to the Virtual-Only Shareholders' Meeting" (available in Japanese only) for instructions on how to attend the meeting via the Internet.

1. Report on the business report and the consolidated financial statements for FY2025 (from October 1, 2024 to September 30, 2025), 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 FY2025 (from October 1, 2024 to September 30, 2025).

Proposal 1: Appropriation of surplus

Proposal 2: Partial amendments to the Articles of Incorporation

Proposal 3: Election of nine (9) directors (excluding directors who are Audit and Supervisory Committee Members)

Proposal 4: Election of four (4) directors who are Audit and Supervisory Committee Members

Proposal 5: Determination of amount and content of performance-based stock compensation for directors, etc. (excluding directors who are Audit and Supervisory Committee Members)

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 stable level of shareholder returns.

In consideration of the business performance during the fiscal year under review and future business expansion and other factors, the end-of-term dividend for FY2025 is proposed as follows.

1. Type of dividend property Cash

2. Matters concerning allocation of dividend property to shareholders and the total amount thereof

   ¥144 per share of common stock of the Company Total amount: ¥11,023,484,112

3. Effective date of dividends from surplus December 16, 2025

1. Reasons for the amendments

   GMO Internet Group continues to operate based on the principles of the GMOism. By continuing to uphold and practice the GMOism, we aim to create new Internet culture and industries, bring "smiles" and "inspiration" to our customers, contribute to society and people's lives, and realize the vision of "Internet for Everyone." To clarify our corporate philosophy, we have incorporated the GMOism, which forms the foundation of GMO Internet Group, into the Articles of Incorporation.

   Note: GMOism is the collective name for GMO Internet Group's unchanging goals, including "Venture Spirit Declaration."

2. Details of amendments

Details of amendments are as follows. These amendments to the Articles of Incorporation will take effect at the conclusion of this Meeting of Shareholders.

(Underlined portions are amended.)

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, to enhance the efficiency of the management structure, the Company proposes to reduce the number of directors (excluding directors who are Audit and Supervisory Committee Members) by two (2) and to elect nine (9) directors (excluding directors who are Audit and Supervisory Committee Members).

The Audit and Supervisory Committee votes in favor of the proposal because the reasons for selecting each of the candidates for the position of director (excluding directors who are Audit and Supervisory Committee Members) are appropriate.

The candidates for the positions of director (excluding directors who are Audit and Supervisory Committee Members) are as follows:

Note: In addition to the above number of meetings of the Board of Directors, there was one written resolution that is deemed to have been approved by the Board of Directors pursuant to Article 370 of the Companies Act and Article 22 of the Company's Articles of Incorporation.